Execution Version              STOCK PURCHASE AGREEMENT                        BY AND AMONG          CURO INTERMEDIATE HOLDINGS CORP.,   DOUG RIPPEL, CHAD FAULKNER and MIKE MCKNIGHT,                             AND           AD ASTRA RECOVERY SERVICES, INC.                       December 11, 2019
 TABLE OF CONTENTS                                                                              Page                                     ARTICLE 1                                   DEFINITIONS   1.1 Definitions............................................................................................................................1   1.2   Other Definitional Provisions ............................................................................................11                                    ARTICLE 2                                     CLOSING   2.1   Purchase and Sale of Shares; Purchase Price .....................................................................11  2.2 Closing ...............................................................................................................................12   2.3   Purchase Price Adjustment ................................................................................................13   2.4 Accounting Principles ........................................................................................................16   2.5   Payment of Indebtedness and Unpaid Transaction Expenses ............................................16   2.6   Other Closing Payments ....................................................................................................16   2.7 Withholding .......................................................................................................................17                                    ARTICLE 3             REPRESENTATIONS AND WARRANTIES OF THE SELLERS   3.1 Authority; Enforceability ...................................................................................................17   3.2   Consents and Approvals; No Violations ............................................................................17   3.3   Ownership of Company Stock ...........................................................................................17   3.4 Brokers’ Fees .....................................................................................................................18   3.5 Litigation ............................................................................................................................18                                    ARTICLE 4             REPRESENTATIONS AND WARRANTIES OF THE COMPANY    4.1   Existence and Good Standing ............................................................................................18   4.2 Authority; Enforceability ...................................................................................................18   4.3   Consents and Approvals; No Violations ............................................................................19   4.4 Capitalization .....................................................................................................................19   4.5   Financial Statements and Other Financial Matters; No Undisclosed Liabilities ...............19   4.6   Absence of Certain Changes ..............................................................................................20   4.7 Subsidiaries ........................................................................................................................20   4.8 Real Property .....................................................................................................................20   4.9 Taxes ..................................................................................................................................21   4.10 Contracts ............................................................................................................................22   4.11 Intellectual Property ...........................................................................................................24   4.12  Legal Proceedings; Orders .................................................................................................25   4.13  Employee Benefit Plans .....................................................................................................25   4.14 Brokers’ Fees .....................................................................................................................26   4.15 Labor Matters .....................................................................................................................26                                          i
 Table of Contents                                     (Continued)                                                                              Page      4.16  Legal Requirements and Permits .......................................................................................27   4.17 Environmental Matters.......................................................................................................28   4.18  Relationships with Related Persons ...................................................................................28   4.19 Insurance ............................................................................................................................28   4.20  Compliance with Anti-Corruption Laws, Export Controls and Sanctions ........................28   4.21  Protection of Personal Information; PCI Compliance, Information Technology         Systems ..............................................................................................................................29                                    ARTICLE 5              REPRESENTATIONS AND WARRANTIES OF PURCHASER   5.1   Existence and Good Standing ............................................................................................30  5.2 Authority; Enforceability ...................................................................................................31   5.3 No Violations .....................................................................................................................31   5.4 Legal Proceedings ..............................................................................................................31   5.5   Purchaser Financial Resources ..........................................................................................31   5.6 Brokers’ Fees .....................................................................................................................31                                    ARTICLE 6                           COVENANTS OF THE PARTIES   6.1   Conduct of the Business.....................................................................................................31   6.2   Access to Books and Records ............................................................................................34   6.3   Efforts to Consummate ......................................................................................................34   6.4 Reserved .............................................................................................................................34   6.5   Indemnification of Officers and Managers of the Company .............................................35   6.6 Regulatory Filings ..............................................................................................................35   6.7 Exclusive Dealing ..............................................................................................................36   6.8 Supplemental Disclosure ...................................................................................................37   6.9 Affiliate Transactions .........................................................................................................37   6.10  Post-Closing Claim Arrangements ....................................................................................37                                    ARTICLE 7                            CONDITIONS TO CLOSING    7.1   Conditions to Purchaser’s Obligations ...............................................................................38   7.2   Conditions to the Sellers’ and the Company’s Obligations ...............................................38                                    ARTICLE 8                        INDEMNIFICATION; NO RELIANCE    8.1   Indemnification for the Benefit of the Purchaser Indemnified Parties ..............................39   8.2 Indemnity Limitations ........................................................................................................40   8.3 Mitigation ...........................................................................................................................41   8.4 Calculation of Losses .........................................................................................................41   8.5 Claim Procedures ...............................................................................................................41                                          ii
 Table of Contents                                     (Continued)                                                                              Page      8.6 Remedies Exclusive ...........................................................................................................42   8.7 Escrow Release ..................................................................................................................42   8.8 Tax Treatment ....................................................................................................................43                                    ARTICLE 9                                  TERMINATION   9.1 Termination ........................................................................................................................43   9.2   Effect of Termination .........................................................................................................44                                    ARTICLE 10                                  TAX MATTERS   10.1 Tax Returns ........................................................................................................................45   10.2 Certain Taxes .....................................................................................................................45   10.3  Cooperation on Tax Matters ..............................................................................................45   10.4  Section 338(h)(10) Elections .............................................................................................45   10.5 Straddle Period ...................................................................................................................47                                    ARTICLE 11                                 MISCELLANEOUS    11.1 Disclosure Schedules .........................................................................................................47   11.2  Press Releases and Public Announcements .......................................................................48   11.3 Third-Party Beneficiaries ...................................................................................................48   11.4 Entire Agreement ...............................................................................................................48   11.5 Succession and Assignment ...............................................................................................48   11.6 Amendment and Waiver ....................................................................................................49   11.7 References ..........................................................................................................................49   11.8 Construction .......................................................................................................................49   11.9 Counterparts .......................................................................................................................50   11.10 Notices ...............................................................................................................................50   11.11 Governing Law ..................................................................................................................51   11.12 Jurisdiction .........................................................................................................................51   11.13  Waiver of Jury Trial ...........................................................................................................51   11.14 Specific Performance .........................................................................................................52   11.15 No Waiver; Remedies Cumulative ....................................................................................52   11.16 Severability ........................................................................................................................52   11.17  Expenses; Taxes; Fees .......................................................................................................53   11.18 Non-Recourse ....................................................................................................................53   11.19 Purchaser Deliveries ..........................................................................................................53   11.20 Delivery by Facsimile or Email .........................................................................................53   11.21 Release ...............................................................................................................................53   11.22 Further Assurances.............................................................................................................53                                           iii
 INDEX OF EXHIBITS                                           Exhibit A –   Form of Escrow Agreement  Exhibit B -  Form of Non-Competition and Non-Solicitation Agreement                                          iv
 STOCK PURCHASE AGREEMENT               This STOCK PURCHASE AGREEMENT (as amended or restated from time to  time in accordance with Section 11.6, this “Agreement”), dated as of December 11, 2019, is made  by and among (a) CURO Intermediate Holdings Corp., a Delaware corporation (“Purchaser”), (b)  Doug Rippel, Chad Faulkner and Mike McKnight, (each a “Seller” and collectively the “Sellers”)  and (c) Ad Astra Recovery Services, Inc., a Nevada corporation (the “Company”).                                    RECITALS              WHEREAS, the Sellers own all of the outstanding capital stock of the Company  (the “Company Stock”); and               WHEREAS, Purchaser desires to purchase from the Sellers, and the Sellers desire  to sell to Purchaser, the Company Stock, upon the terms and subject to the conditions set forth  herein.               NOW, THEREFORE, in consideration of the foregoing, the representations,  warranties, covenants and agreements set forth in this Agreement, and other good and valuable  consideration, the adequacy and receipt of which are hereby acknowledged, the Parties hereby  agree as follows:                                    ARTICLE 1                                                                           DEFINITIONS         1.1   Definitions.  For purposes hereof, the following terms when used herein will have  the respective meanings set forth below:               “Accounting Principles” shall have the meaning set forth in Section 2.4.               “Acquisition Transaction” shall have the meaning set forth in Section 6.7.               “Adjustment Escrow Account” shall have the meaning set forth in Section 2.6(i).               “Adjustment Escrow Amount” shall have the meaning set forth in Section 2.6(i).                “Affiliate” of any particular Person means any other Person controlling, controlled  by or under common control with such particular Person, where “control” means the possession,  directly or indirectly, of the power to direct the management and policies of a Person whether  through the ownership of voting securities, contract or otherwise.               “Affiliated Group” means any affiliated group within the meaning of Code Section  1504(a) or any affiliated, consolidated, combined, unitary or similar group defined under a similar  provision of state, local or foreign law.               “Agreement” shall have the meaning set forth in the Preamble to this Agreement.                                          1
 “Anti-Corruption Laws” means all U.S. and non-U.S. Laws relating to the   prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as   amended.                “Base Purchase Price” means an amount equal to $15,802,278.                “Business Day” means any day other than a Saturday, a Sunday or a day on which   banks are required to be closed in New York, New York.                “Cash” means, with respect to the Company, as of the Reference Time (but before   taking into account the consummation of the transactions contemplated hereby), all cash, cash   equivalents and marketable securities held by the Company at such time and determined in   accordance with the Accounting Principles.                “Closing” shall have the meaning set forth in Section 2.2(a).                “Closing Cash” means the amount of Cash as of immediately prior to the Reference   Time.                “Closing Date” shall have the meaning set forth in Section 2.2(a).                “Closing Indebtedness” means the amount of Indebtedness as of immediately prior   to the Reference Time.                “Code” means the Internal Revenue Code of 1986, as amended.                “Collective Arrangements” means all collective bargaining agreements with any   labor union, works council or any other representative of any employees of the Company.                “Company” shall have the meaning set forth in the Preamble to this Agreement.                 “Company Benefit Plan” means each “employee benefit plan” within the meaning   of Section 3(3) of ERISA (whether or not subject to ERISA), and each other stock purchase, stock   option, restricted stock, severance, retention, employment, individual consulting, change in   control, bonus, incentive, deferred compensation, and each other compensation or benefit plan,   agreement or arrangement, in each case, that is (i) sponsored, maintained or contributed to, or  required to be contributed to, by the Company for the benefit of any current or former employee  of the Company or (ii) for which the Company could have any liability.               “Company Financial Statements” shall have the meaning set forth in Section 4.5(a).                “Company Fundamental Representations” means the representations and   warranties of the Company set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.14.                “Company Intellectual Property” shall have the meaning set forth in   Section 4.11(b).                                           2
 “Company Stock” shall have the meaning set forth in the Recitals to this  Agreement.               “Confidentiality Agreement” shall have the meaning set forth in Section 6.2.               “Contract” means any legally binding written agreement, contract, arrangement,  lease, loan agreement, security agreement, license, indenture or other similar instrument or  obligation to which the party in question is a party.               “D&O Indemnified Party” shall have the meaning set forth in Section 6.5(a).               “Deductible” shall have the meaning set forth in Section 8.2(a).               “Disclosure Schedules” shall have the meaning set forth in Section 11.1.               “Dispute Notice” shall have the meaning set forth in Section 2.3(b).               “Environmental Laws” means any Law applicable to the business of the Company  relating to (i) the protection of the natural environment, (ii) the protection of human health and  safety as it pertains to exposure to Hazardous Substances, or (iii) the handling, use, presence,  treatment, storage or Release of Hazardous Substances.               “ERISA” means the Employee Retirement Income Security Act of 1974, as  amended.               “Escrow Accounts” shall have the meaning set forth in Section 2.6(ii).               “Escrow Agent” means JPMorgan Chase Bank, N.A., or another escrow agent  reasonably acceptable to the Purchaser and the Representative.               “Escrow Agreement” shall have the meaning set forth in Section 2.6.               “Escrow Amount” shall have the meaning set forth in Section 2.6(ii).               “Escrow Excess Amount” shall have the meaning set forth in Section 2.3(e)(ii).               “Escrow Release Date” shall have the meaning set forth in Section 8.7.               “Estimated Closing Consideration” shall have the meaning set forth in  Section 2.1(b).               “Estimated Net Working Capital Adjustment Amount” shall have the meaning set  forth in Section 2.1(b).               “Exclusivity Period” shall have the meaning set forth in Section 6.7.               “Export Controls” means any Laws controlling the export of any goods, technology  or services, including, but not limited to, the Export Administration Act of 1979, the Arms Export  Control Act, the Export Administration Regulations administered by the United States Department                                         3
 of Commerce and the International Traffic in Arms Regulations administered by the United States   Department of State.                 “Final Adjustment Amount”, which may be positive or negative, means the   difference between the Final Consideration (as finally determined pursuant to Section 2.3) and the   Estimated Closing Consideration.                “Final Consideration” means (i) the Base Purchase Price, minus (ii) the Escrow   Amount, minus (iii) the amount of Unpaid Transaction Expenses, minus (iv) the amount of Closing   Indebtedness, and plus or minus (as the case may be) (v) the Net Working Capital Adjustment   Amount, in the case of clauses (ii) through (v), as finally determined pursuant to Section 2.3.                “Fraud” means, with respect to any Party, such Party’s actual and intentional fraud.                “GAAP” means United States generally accepted accounting principles   consistently applied.                  “Governmental Entity” means any federal, national, state, foreign, provincial, local   or other government or any governmental, regulatory, administrative or self-regulatory authority,   agency, bureau, board, commission, court, judicial or arbitral body, department, political   subdivision, tribunal or other instrumentality thereof.                “Governmental Official” means any officer or employee of a Governmental Entity   or any department, agency or instrumentality thereof, including state-owned entities, or of a public   organization or any person acting in an official capacity for or on behalf of any such government,   department, agency, or instrumentality or on behalf of any such public organization.                “Hazardous Substance” means any chemicals, materials, or substances defined as   or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous   materials,” “hazardous constituents,” “restricted hazardous materials,” “extremely hazardous   substances,” “toxic substances,” “contaminants,” “pollutants,” or “toxic pollutants,” under any   Environmental Law, including petroleum or petroleum by-products, friable asbestos, lead-based   paint, or polychlorinated biphenyls.                “Indebtedness” means, as of any time (such time, referred to as the “measurement   date”), without duplication, whether secured or unsecured, the outstanding principal amount of,   accrued and unpaid interest on, and other payment obligations (excluding breakage, prepayment  or other premium, commitment fees, reimbursement and any other amounts that would become  payable in connection with the prepayment) arising under, any obligations of the Company  consisting of (i) indebtedness for borrowed money (including, without limitation, any credit  facilities); (ii) indebtedness evidenced by any note, bond, debenture or other debt security, in each  case, as of such time; (iii) indebtedness issued in substitution or exchange for borrowed money,  “earn out” obligations or for the deferred purchase price of property, goods or services (excluding  any trade payables and accrued expenses arising in the ordinary course of business);  (iv) obligations for the reimbursement of any obligor or any other obligations on any letter of  credit, bank guarantee, banker’s acceptance or other similar instrument, to the extent drawn upon  inclusive of any amounts payable to terminate such arrangement; (v) obligations secured by a Lien  on the assets of the Company; (vi) obligations under leases (other than real estate leases) required                                          4
 to be capitalized under GAAP and (vii) obligations in the nature of guarantees of the obligations   of other Persons of the type referred to in clauses (i) through (vi) above as of such date.                “Indemnity Escrow Account” shall have the meaning set forth in Section 2.6(ii).                “Indemnity Escrow Amount” shall have the meaning set forth in Section 2.6(ii).                “Independent Accounting Firm” means RSM US LLP, or if such firm is not   available or is unwilling to serve, then an independent and nationally recognized accounting firm   reasonably acceptable to Purchaser and the Sellers.                “Intellectual Property” means all of the following:  (i) issued patents and patent   applications, including continuations, divisionals, continuations-in-part, re-examinations,   renewals, extensions and reissues; (ii) trademarks, service marks, trade dress, logos, domain names   and registrations and applications for registration thereof together with all of the goodwill   associated therewith; (iii) copyrights (registered or unregistered) and registrations and applications   for registration thereof, including copyrights in software; and (iv) trade secrets and other  proprietary know-how.               “IRS” means the United States Internal Revenue Service.                 “Knowledge of the Company” means (a) the actual knowledge of Doug Rippel or   Tracy Bengston, after due inquiry and (b) the actual knowledge of Chad Faulkner and Mike   McKnight, each as of the applicable date.                “Latest Balance Sheet” shall have the meaning set forth in Section 4.5(a)(ii).                “Latest Balance Sheet Date” shall have the meaning set forth in Section 4.5(a)(ii).                “Law” means any law, ordinance, code, treaty, statute, rule, regulation, judgment,   injunction, order or decree of any Governmental Entity.                “Leased Real Property” shall have the meaning set forth in Section 4.8(b).                “Legal Proceeding” means any legal action, claim, counterclaim, hearing, charge,   inquiry, meditation, suit, arbitration, audit, assessment, or proceeding or investigation (whether   federal, state, local or foreign) pending, at Law or in equity, or before or by any Governmental   Entity.                “Liabilities” means any debt, liability, claim, demand, expense, commitment or   obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or   unliquidated, or due or to become due) of every kind and description and including all costs and   expenses related thereto.                “Liens” means liens, security interests, charges or encumbrances.                “Litigation Exceptions” shall have the meaning set forth in Section 8.5.                                           5
 “Losses” means, collectively, any loss, liability, damages, cost, Tax, judgment,   penalty, fine or amount paid in settlement or expenses related to any of the foregoing (including   reasonable legal fees and expenses).  Losses shall not include (a) punitive damages, except to the  extent awarded in a third party claim or (b) special, indirect or consequential damages, except (i)  to the extent awarded in a third party claim or (ii) reasonably foreseeable.               “Material Adverse Effect” means any change, effect, event, occurrence, state of   facts or development that, individually or in the aggregate, has had or would reasonably be   expected to (i) be, materially adverse to the Company’s ability to consummate the transactions   contemplated by this Agreement or (ii) have a materially adverse effect on the business, assets,   properties or financial condition of the Company; provided, however, that none of the following   shall be deemed in themselves, either alone or in combination, to constitute, and none of the   following shall be taken into account in determining whether there has been or will be, a Material   Adverse Effect:  any adverse change, effect, event, occurrence, state of facts or development   arising out of or relating to (i) changes after the date of this Agreement in general economic   conditions, including any stoppage or shutdown of any U.S. government activity (including any   default by the U.S. government or delays in payments by government agencies or delays or failures   to act by any Governmental Entity) and any changes after the date of this Agreement in the credit,   debt or financial or capital markets (including changes in interest or exchange rates), in each case,   in the United States or anywhere else in the world (provided that such change, effect, event,   occurrence, state of facts or development does not affect the Company, in a substantially   disproportionate manner in comparison to other participants in the industry in which the Company   participates); (ii) changes in applicable Laws or the interpretation thereof, in each case, after the   date of this Agreement (provided that such change, effect, event, occurrence, state of facts or   development does not affect the Company in a substantially disproportionate manner in  comparison to other participants in the industry in which the Company participates); (iii) global,  national or regional political conditions, including hostilities, acts of war (whether declared or  undeclared), sabotage or terrorism or military actions or any escalation, worsening or diminution  of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway   as of the date hereof (provided that such change, effect, event, occurrence, state of facts or   development does not affect the Company, in a substantially disproportionate manner in   comparison to other participants in the industry in which the Company participates); and (vii)   hurricanes, earthquakes, floods or other natural disasters.                “Material Contract” shall have the meaning set forth in Section 4.10(a).                “Net Working Capital” means (i) all current assets (including Cash) of the   Company as of the Reference Time, minus (ii) all current Liabilities (excluding Indebtedness and   Unpaid Transaction Expenses) of the Company as of the Reference Time, in each case, determined   in accordance with Section 2.4.  For the avoidance of doubt, (a) Net Working Capital shall be   calculated without taking into consideration the transactions contemplated by this Agreement, (b)   receivables shall be valued at their full amount and all other current assets shall be valued at book   value in the determination of Net Working Capital, and (c) contingent liabilities shall not be   considered in the determination of Net Working Capital.  Net Working Capital shall otherwise be   determined in a manner consistent with the Accounting Principles.                                           6
 “Net Working Capital Adjustment Amount” means the amount by which Net   Working Capital exceeds or is less than the Net Working Capital Target.                “Net Working Capital Target” shall be zero ($0.00).                “Non-Compete Agreement” shall have the meaning set forth in Section 2.2(b).                “Non-Recourse Party” means, with respect to a Party to this Agreement, any of   such Party’s former, current and future equity holders, controlling persons, directors, officers,   employees, agents, representatives, Affiliates, members, managers, general or limited partners, or   assignees (or any former, current or future equity holder, controlling person, director, officer,   employee, agent, representative, Affiliate, member, manager, general or limited partner, or   assignee of any of the foregoing); provided that for the avoidance of doubt, no Party to this   Agreement (in its capacity as such) will be considered a Non-Recourse Party.                “Order” means any settlement, stipulation, order, writ, judgment, injunction,   decree, ruling, determination or award of any court or of any Governmental Entity.  For   clarification, a Permit is not an Order.                “Ordinary Course of Business” means actions that are consistent in all material   respects with the past practices of the Company, taken in the ordinary course of the normal   operations of the Company.                “Organizational Documents” means certificates of incorporation, by-laws,   certificates of formation, limited liability company operating agreements, limited liability   partnership agreements, partnership or limited partnership agreements or other equivalent   formation or governing documents of any Person, in each case, as amended, restated or otherwise  modified to date.               “Outside Date” shall have the meaning set forth in Section 9.1(e).                “Outstanding Claims” shall have the meaning set forth in Section 8.7.                “Party” means each party to this Agreement.                “Permit” shall have the meaning set forth in Section 4.16.                “Permitted Liens” means (i) statutory Liens for Taxes or other governmental   charges not yet due and payable or the amount or validity of which is being contested in good faith  by appropriate proceedings by the Company and for which appropriate reserves have been   established; (ii) mechanics’, materialmens’, carriers’, workers’, warehousemens’, repairers’ and   other similar statutory Liens arising or incurred in the ordinary course of business for amounts  which are not yet delinquent unless being contested in good faith by appropriate proceedings and  for which appropriate reserves have been established; (iii) zoning, entitlement, building and other  land use regulations or ordinances imposed by any Governmental Entity having jurisdiction over  the Leased Real Property and which are not violated by the current use or occupancy of, or the  activities conducted on, such Leased Real Property; (iv) covenants, conditions, restrictions,  easements and other similar matters of record affecting title to the Leased Real Property; (v) public                                          7
 roads and highways; (vi) Liens arising under workers’ compensation, unemployment insurance,  social security, retirement and similar legislation; (vii) Liens arising in connection with sales of  foreign receivables; (viii) Liens securing rental payments under capital lease arrangements; and   (ix) Liens created by or arising out of the express terms of any Real Property Lease (other than as   a result of a default thereof).                “Person” means an individual, a partnership, a corporation, a limited liability   company, an association, a joint stock company, a trust, a joint venture, an unincorporated   organization or a Governmental Entity or any department, agency or political subdivision thereof.                “Personal Information” means information in the possession or under the control   of the Company regarding any natural person who can be identified from that information,   including personally identifiable information, the use or disclosure of which is protected by   applicable Law. “Personal Information” includes all “nonpublic personal information” as defined   under the Gramm-Leach-Bliley Act, and all “personal information” as defined by the California   Consumer Privacy Act of 2018.                “Plan” means any Company Benefit Plan.                “Pre-Closing Tax Period” means any taxable period ending on or before the   Closing Date                “Preliminary Adjustment Amount” shall have the meaning set forth in Section   2.3(a)(i).                “Preliminary Statement” shall have the meaning set forth in Section 2.3(a).                “Purchaser” shall have the meaning set forth in the Preamble to this Agreement.                “Purchaser Fundamental Representations” means the representations and   warranties of the Purchaser set forth in Sections 5.1, 5.2, 5.5 and 5.6.                “Purchaser Indemnified Parties” shall have the meaning set forth in Section 8.1.                “Real Property Leases” means all leases, subleases, licenses, concessions and other   Contracts applicable to the Leased Real Property, and any amendments or modifications thereto.                “Reference Time” means 12:01 a.m., Central Standard Time, on the Closing Date.                “Release” means any release, spill, emission, discharge, leaking, pumping,   injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment   or into or out of any Leased Real Property, including the movement of Hazardous Substances   through or in the air, soil, surface water, groundwater or property.                “Repaid Indebtedness Schedule” shall have the meaning set forth in Section 2.5.                                           8
 “Representative” means, with respect to any Person, any director (or its equivalent),   officer, employee, Affiliate, advisor (including any legal counsel, accountant or consultant), agent   or other representative of such Person.                “Retained Escrow Amount” shall have the meaning set forth in Section 8.7.                “Sanctioned Jurisdiction” means any country or territory that is the subject of   comprehensive Sanctions which broadly prohibit dealings or transactions in, with or involving   such country or territory.                “Sanctions” means any Laws or executive orders relating to economic or financial   sanctions or trade embargoes, including, without limitation, any such Laws, executive orders or   regulations that are imposed, administered or enforced by (i) the United States government   (including the Office of Foreign Assets Control of the United States Department of the Treasury   and the United States Department of State), (ii) the United Nations Security Council, (iii) the  European Union or any member state thereof and (iv) the United Kingdom (including the Office  of Financial Sanctions Implementation of Her Majesty’s Treasury).               “Schedule” shall have the meaning set forth in Section 11.1.                “Sellers” shall have the meaning set forth in the Preamble to this Agreement.                “Sellers Certificate” shall have the meaning set forth in Section 2.1(b).                “Sellers Fundamental Representations” means the representations and warranties   of the Sellers set forth in Sections 3.1, 3.2, 3.3, and 3.4                “Specified Regulatory Approvals” shall have the meaning set forth in   Section 6.6(a)(i).                “Straddle Period” means any taxable period beginning on or before and ending after   the Closing Date.                “Subsidiary” means, with respect to any Person, (a) any corporation of which a   majority of the total voting power of shares of capital entitled (without regard to the occurrence of   any contingency) to vote in the election of directors, managers or trustees thereof is at the time   owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries   of such Person or a combination thereof, or (b) any partnership, limited liability company,   association or other business entity of which a majority of the partnership, limited liability   company or other similar ownership interest is at the time owned or controlled, directly or   indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof.   For purposes of this definition, a Person is deemed to have a majority ownership interest in a  partnership, limited liability company, association or other business entity if such Person is  allocated a majority of the gains or losses of such partnership, limited liability company,  association or other business entity or is or controls the managing member or general partner or  similar position of such partnership, limited liability company, association or other business entity.               “Survival Period” shall have the meaning set forth in Section 8.2(b).                                          9
 “Tax” or “Taxes” means (i) any federal, state, local or foreign income, gross   receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real   property gains, registration, value added, excise, natural resources, escheat severance, stamp,   occupation, premium, windfall profits, environmental, customs, duties, real property, special   assessment, personal property, capital stock, social security, unemployment, disability claims,  payroll, license, employee, withholding, or other tax, of any kind whatsoever, including any   interest, penalties or additions to tax or additional amounts in respect of the foregoing, and (ii) any   amount described in clause (i) payable by reason of Contract, assumption, transferee or successor   liability, operation of Law, Treasury Regulations Section 1.1502-6 or otherwise.                “Tax Return” means any return, report, estimate, election, disclosure, claim for   refund, information return or other document (including schedules or any related or supporting   information) filed or required to be filed with any Governmental Entity or other authority in   connection with the determination, assessment or collection of any Tax or the administration of   any Laws or administrative requirements relating to any Tax, and any amendment thereof or   supplement thereto.                “Third-Party Claim” means any claim asserted by a Person other than a Purchaser   Indemnified Party.  A Third Party Claim shall not include Taxes payable in the Ordinary Course   of Business.                “Transaction Documents” means, collectively, this Agreement, the Confidentiality   Agreement, the Escrow Agreement and all of the certificates, instruments and agreements required   to be delivered by any of the Parties at the Closing.                “Transaction Expenses” means, without duplication, the aggregate amount of all   fees, costs and expenses due and payable, incurred, paid or accrued by the Company or by or on   behalf of the Sellers, in connection with the transactions contemplated by this Agreement, or the   solicitation of and negotiation with other potential buyers of the Company or any of its Affiliates   or consideration of other strategic alternatives, including any public or private offering of limited  partnership or other equity interests or any recapitalization of the Company, including (i) the fees  and expenses of accountants, consultants or other professional advisors or service providers; (ii)  any success, incentive, change of control, retention, severance, or any similar payment or benefit  payable to any current or former employee or director in connection with the consummation of the  transactions contemplated by this Agreement, including the employer portion of any payroll Taxes  attributable thereto; (iii) all fees, costs, expenses or payments payable in connection with obtaining  any third-party consent or approval in connection with the transactions contemplated by this  Agreement; (iv) all brokerage or financial advisory fees, costs, expenses and disbursement  commissions or finders’ fees; and (v) 50% of any amounts payable by the Company in connection  with the director and officer liability policy (including the premium of such policy and any  associated broker fees) pursuant to and in accordance with Section 6.5(b).                “Treasury Regulations” means the income tax Treasury Regulations promulgated   under the Code, as the same may be amended from time to time.                “UCC” means the Uniform Commercial Code, as adopted in the State of Delaware.                                           10
 “Unpaid Transaction Expenses” means the aggregate amount of Transaction  Expenses incurred by or on behalf of the Company and unpaid as of immediately prior to the  Closing.               “WARN Act” means the Worker Adjustment and Retraining Notification Act of  1988, as amended, or any similar state or local “mass layoff” or “plant closing” law.              “Willful Breach” means, with respect to any breaches or failures to perform any of  the covenants or other agreements contained in this Agreement, a breach that is a consequence of  an act or a failure to act undertaken by the breaching Person with actual or constructive knowledge  (which shall be deemed to include knowledge of facts that a Person acting reasonably should have,  based on reasonable due inquiry) that such Person’s act or failure to act would, or would reasonably  be expected to, result in or constitute a breach of this Agreement.        1.2    Other Definitional Provisions.                     (a)   [Intentionally omitted]                     (b)   Successor Laws.  Any reference to any particular Code section or        Law will be interpreted to include any revision of or successor to that section or Law,       regardless of how it is numbered or classified.                                    ARTICLE 2                                                                             CLOSING        2.1   Purchase and Sale of Shares; Purchase Price.                     (a)   Upon the terms and subject to the conditions set forth in this        Agreement, at the Closing, (i) Purchaser shall purchase, acquire and accept from the        Sellers, and the Sellers shall sell, transfer, assign and deliver to Purchaser, all of the        Company Stock, free and clear of any Liens (other than any Liens or transfer arising        pursuant to applicable securities Laws), and (ii) Purchaser shall pay to the Sellers the        Estimated Closing Consideration.                     (b)   No later than three (3) Business Days prior to the Closing Date, the        Sellers shall prepare and deliver to Purchaser a certificate (the “Sellers Certificate”) of a        duly authorized representative of the Sellers, setting forth their good faith estimate of (i)        the amount of Closing Indebtedness, (ii) the amount of Unpaid Transaction Expenses, and        (iii) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital        Adjustment Amount”), in each case, calculated in a manner consistent with the definitions        hereof and determined in accordance with the accounting principles set forth in Section 2.4        hereof, with reasonable supporting documentation for such estimates as Purchaser may        reasonably request, and their resulting calculation of the Estimated Closing Consideration.        “Estimated Closing Consideration” shall mean (i) the Base Purchase Price, minus (ii) the        Escrow Amount, minus (iii) the amount of Unpaid Transaction Expenses, minus (iv) the        amount of Closing Indebtedness, and plus or minus (as the case may be) (v) the Estimated                                          11
 Net Working Capital Adjustment Amount. The Company shall consider in good faith  Purchaser’s reasonable questions, comments or requests related to the Sellers Certificate.   2.2   Closing.                (a)   On the terms and subject to the conditions set forth in this   Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”)   shall take place, and the Parties hereto shall consummate the Closing, at the offices of   Willkie, located at 787 Seventh Avenue, New York, New York, at 10:00 a.m., Eastern  Time, on the second Business Day after the conditions set forth in Article 7 have been   satisfied or waived (other than those conditions which by their terms or nature are to be   satisfied at the Closing; provided that such conditions are satisfied (or waived by the Person   entitled to the benefit thereof) at the Closing), unless another date, time or place is agreed   to in writing by Purchaser and the Sellers.  The date on which the Closing occurs is referred   to herein as the “Closing Date.”                (b)   At the Closing, the Company and/or the Sellers, as applicable, shall   deliver, or cause to be delivered, to Purchaser:                      (i)   the stock certificates representing the Company Stock,   together with a stock power providing for the transfer of the Company Stock duly executed   in blank by the Sellers;                      (ii)  a certificate signed by a duly authorized signatory of the   Company certifying on behalf of the Company that the conditions set forth in   Section 7.1(a)(i), 7.1(a)(ii), 7.1(b) (but only as to the Company) and 7.1(e) have been   satisfied;                      (iii)  a certificate signed by a duly authorized signatory of the   Sellers certifying on behalf of the Sellers that the conditions set forth in Section 7.1(a)(i),   7.1(a)(ii) and 7.1(b) (but only as to the Sellers) have been satisfied;                       (iv)  a counterpart to the Escrow Agreement, duly executed by the   Sellers;                      (v)   a certificate signed by a duly authorized signatory of the   Company, dated as of the Closing Date, to the effect that no interest in the Company is a   U.S. real property interest (such certificate to be in a form reasonably acceptable to   Purchaser and based on the requirements of Treasury Regulations Section 1.897-2(h) and   1.1445-2(c)) and proof, reasonably satisfactory to Purchaser, that the Company has  provided notice of such certificate to the IRS in accordance with the provisions of Treasury   Regulations Section 1.897-2(h)(2); and                      (vi)  a counterpart to the Non-Competition and Non-Solicitation   Agreement in the form attached hereto as Exhibit B (the “Non-Compete Agreement”), duly   executed by Sellers.                                     12
 (c)   At the Closing, Purchaser shall deliver, or cause to be delivered, to   the Sellers:                      (i)   the Estimated Closing Consideration by wire transfer of   immediately available funds to an account or accounts of the Sellers designated by the   Sellers to Purchaser in writing prior to the Closing;                      (ii)  in accordance with the terms set forth in Section 2.5, the   amounts payable by Purchaser pursuant to the terms thereof to the Persons identified   therein;                      (iii) a certificate signed by a duly authorized signatory of   Purchaser certifying on behalf of Purchaser that the conditions set forth in subsections (a)   and (b) of Section 7.2 have been satisfied;                      (iv)  a counterpart to the Escrow Agreement, duly executed by   Purchaser; and                      (v)   a counterpart to the Non-Compete Agreement, duly executed   by Purchaser.    2.3   Purchase Price Adjustment                (a)   Within sixty (60) days following the Closing Date, Purchaser shall   prepare and deliver to the Sellers the following (collectively, the “Preliminary Statement”):                      (i)   a calculation by Purchaser of the Final Consideration,  including its calculations of (A) the Closing Indebtedness, (B) the Unpaid Transaction  Expenses and (C) the Net Working Capital Adjustment Amount determined in good faith  in accordance with the terms set forth in Section 2.4 (the difference between the Estimated   Closing Consideration and the Final Consideration as set forth in the Preliminary   Statement, the “Preliminary Adjustment Amount”); and                      (ii)  an unaudited consolidated balance sheet of the Company as   of the reference time.                (b)   The Sellers shall have thirty (30) days following receipt of the   Preliminary Statement to review Purchaser’s calculations of the Final Consideration and   Preliminary Adjustment Amount, and to notify Purchaser in writing if they dispute any   aspect of the Preliminary Adjustment Amount set forth in the Preliminary Statement (the   “Dispute Notice”), specifying the reasons therefor in reasonable detail.  In connection with   the Sellers’ review of the Preliminary Statement, Purchaser shall permit, and shall cause   its Representatives to permit, the Sellers and their Representatives to have reasonable   access, during normal business hours and upon reasonable notice, to (i) the books, records   and relevant employees of the Company and (ii) all relevant work papers, schedules,   memoranda and other documents prepared by Purchaser or its Representatives in   connection with its preparation of its calculation of the Final Consideration and Preliminary   Adjustment Amount, and to finance personnel of Purchaser and its Affiliates, in each case,                                    13
 which the Sellers or any of their Representatives reasonably request for the purpose of   reviewing the Preliminary Statement.                (c)   In the event that the Sellers shall deliver a Dispute Notice to   Purchaser, Purchaser and the Sellers shall attempt to resolve such dispute as promptly as   practicable and, upon such resolution, if any adjustments to the Final Consideration and   Preliminary Adjustment Amount shall be made in accordance with the resolution of   Purchaser and the Sellers, then Purchaser and the Sellers shall set forth any such resolution   in writing.  If Purchaser and the Sellers are unable to resolve any such dispute within ten   (10) Business Days (or such longer period as Purchaser and the Sellers shall mutually agree   in writing) of the Sellers’ delivery of such Dispute Notice, Purchaser and the Sellers shall   promptly submit to the Independent Accounting Firm for resolution any items remaining   in dispute, and any determination of the Independent Accounting Firm shall be final and   binding on the Parties, absent manifest error.  Purchaser and the Sellers agree to enter into   a customary engagement letter with the Independent Accounting Firm, and any fees, costs   or expenses of the Independent Accounting Firm in respect of its services as contemplated   by this Section 2.3 shall be borne by the Parties in reverse proportion to the relative success   of the Parties on the disputed items submitted to the Independent Accounting Firm, with   such determination of relative success made by the Independent Accounting Firm, or if the   Independent Accounting Firm is unwilling to make such determination, then such fees,   costs and expenses shall be borne fifty percent (50%) by the Sellers and fifty percent (50%)   by Purchaser.  The Independent Accounting Firm shall be instructed by Purchaser and the   Sellers to use reasonable best efforts to perform its services and reach a final determination   with respect to the matters submitted to it for resolution within thirty (30) days of  submission of the dispute thereto and, in any case, as promptly as practicable after such   submission.  In resolving any disputed item, the Independent Accounting Firm (i) shall be  bound by the provisions of this Section 2.3 and any other relevant provisions of this   Agreement, including the definitions of Indebtedness, Closing Indebtedness, Unpaid   Transaction Expenses, Net Working Capital and Net Working Capital Adjustment Amount   contained herein, and (ii) will consider only such items as are identified in the Dispute   Notice as being items which are in dispute and may not assign a value to any item greater   than the greatest value for such item claimed by either Purchaser or the Sellers or less than   the smallest value for such item claimed by either Purchaser or the Sellers.  The  Independent Accounting Firm’s determination shall be based solely on the presentations  by the Sellers and Purchaser that are in accordance with the terms and procedures set forth  in this Agreement (i.e., not on the basis of an independent review).  In connection with the   Independent Accounting Firm’s consideration of the dispute submitted to it, each Party   shall permit, and cause its Affiliates and Representatives to permit, the Independent   Accounting Firm and its Representatives to have reasonable access, during normal business   hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and   other documents prepared by such Party or its Representatives in connection with its   preparation of the Preliminary Statement and/or the Dispute Notice, as the case may be,   and to finance personnel of such Party and its Affiliates and any other information which   the Independent Accounting Firm or any Representative thereof reasonably requests, and   the Parties hereto shall, and shall cause their respective Affiliates and Representatives to,   otherwise cooperate with the Independent Accounting Firm and its Representatives in   connection therewith.  If Purchaser fails to timely deliver the Preliminary Statement in                                    14
 accordance with Section 2.3(b), then, at the election of the Sellers in their sole discretion,   either (A) the Final Consideration shall be deemed to equal the Estimated Closing   Consideration set forth in the Sellers Certificate and the Final Adjustment Amount shall be   deemed to be zero or (B) the Sellers shall retain (at the expense of Purchaser) the   Independent Accounting Firm to provide an audit or other review of the Company’s books,   and calculate the Final Adjustment Amount and Final Consideration resulting therefrom,   consistent with the provisions of this Section 2.3, following which the Final Consideration,   as adjusted by the Final Adjustment Amount, and the Final Adjustment Amount shall be  deemed to be such amounts determined by such Independent Accounting Firm.                (d)   (i) If no Dispute Notice has been timely delivered by the Sellers   pursuant to Section 2.3(b), then the Final Consideration and Final Adjustment Amount   shall be as originally submitted and calculated by Purchaser, and (ii) if a Dispute Notice   has been timely delivered by the Sellers pursuant to Section 2.3(b), then the Final   Consideration and Final Adjustment Amount shall be as adjusted pursuant to the resolution   of such dispute in accordance with this Section 2.3 (whether by mutual written agreement   of Purchaser and the Sellers, or by the determination of the Independent Accounting Firm).                (e)   After the determination of the Final Consideration and Final   Adjustment Amount pursuant to this Section 2.3:                      (i)   if the Final Consideration is greater than the Estimated   Closing Consideration, then: (a) Purchaser shall promptly (but in any event within three   (3) Business Days following the final determination of the Final Adjustment Amount) pay   to the Sellers an amount in cash equal to the Final Adjustment Amount, with all such   payments to be made (or directed to be made) by wire transfer of immediately available  funds to an account or accounts of the Sellers designated by the Sellers to Purchaser in  writing prior to the date of such payment; and (b) the Sellers and Purchaser shall deliver  joint written instructions to the Escrow Agent to cause the Escrow Agent promptly (but in  any event within three (3) Business Days) to pay to the Sellers from the Adjustment Escrow  Account the entirety of the funds in the Escrow Account by wire transfer of immediately   available funds to an account or accounts of the Sellers designated by the Sellers to   Purchaser in writing prior to the date of such payment; and                      (ii)  if the Final Consideration is less than the Estimated Closing   Consideration, then: (a) the Sellers and Purchaser shall promptly (but in any event within   three (3) Business Days) deliver a joint written instruction to the Escrow Agent to pay to   Purchaser from the Adjustment Escrow Account, and, if such amount is not sufficient, up   to $100,000 from the Indemnity Escrow Account, an amount equal to the absolute value   of the Final Adjustment Amount, by wire transfer of immediately available funds to an   account or accounts of Purchaser designated by Purchaser to the Sellers in writing prior to   the date of such payment.  The Final Adjustment Amount shall be paid from the funds   available in the Adjustment Escrow Account and up to $100,000 from the Indemnity   Escrow Account.  In the event that the funds available in the Adjustment Escrow Account   are in excess of the Final Adjustment Amount (such excess, the “Escrow Excess Amount”),   the Sellers and Purchaser shall, simultaneously with the delivery of the instructions   described in the first sentence of this Section 2.3(e)(ii), deliver joint written instructions to                                    15
 the Escrow Agent to pay the Sellers from the Adjustment Escrow Account the Escrow        Excess Amount by wire transfer of immediately available funds to an account or accounts         of the Sellers designated by the Sellers to Purchaser in writing prior to the date of such         payment.  The Sellers shall not have any liability for any amounts due pursuant to Section         2.3 except to the extent of the funds available in the Adjustment Escrow Account and up         to $100,000 from the Indemnity Escrow Account.          2.4   Accounting Principles.  The Sellers Certificate and the Preliminary Statement (and   all estimates and calculations of Net Working Capital and Net Working Capital Adjustment   Amount) shall be prepared in accordance with GAAP applied using the same accounting   principles, practices, procedures, policies and methods used in, and on a basis consistent with,   those applied by the Company in preparing the Company Financial Statements (the “Accounting   Principles”).          2.5   Payment of Indebtedness and Unpaid Transaction Expenses.  At the Closing and   on behalf of the Company and Sellers, Purchaser shall pay, or cause to be paid, in cash by wire   transfer of immediately available funds, the Unpaid Transaction Expenses and the Indebtedness   that is listed on Schedule 2.5 hereto (the “Repaid Indebtedness Schedule”) that are set forth in the   Sellers Certificate delivered hereunder and pursuant to wire instructions provided to Purchaser in   connection therewith. In order to facilitate the repayment of the Indebtedness listed on the Repaid  Indebtedness Schedule, no fewer than three (3) Business Days prior to the Closing, the Company  shall deliver or cause to be delivered to Purchaser such documents or instruments each of which  shall be in form and substance reasonably satisfactory to Purchaser, in its sole discretion, and take  all such actions as may be required or necessary to, effective as of the Closing, effect or permit  Purchaser to effect the repayment of all such Indebtedness, on the Company’s behalf, including  obtaining payoff letters, which shall include the release of all Liens, termination of any UCC  financing statements and the release of all obligations and guarantees, for all such Indebtedness  that is listed on the Repaid Indebtedness Schedule. Each payoff letter shall set forth the aggregate  principal amount and all accrued but unpaid interest constituting such Indebtedness and the names  of each Person to which such Indebtedness is owed.  Schedule 2.5 shall also set forth the amounts   to be paid to each Person to whom any Unpaid Transaction Expenses are payable or due at the   Closing, the amounts payable to each such Person in accordance with the terms of this Agreement,   and payment instructions with respect to each such payee along with wire instructions therefor.          2.6   Other Closing Payments.  At the Closing, Purchaser shall (i) deliver the sum of   $150,000 (such amount, the “Adjustment Escrow Amount”) in immediately available funds into a   separate escrow account (the “Adjustment Escrow Account”), and (ii) deliver the sum of   $1,185,170.85 (such amount, the “Indemnity Escrow Amount”, and together with the Adjustment   Escrow Amount, the “Escrow Amount”) in immediately available funds into a separate escrow   account (the “Indemnity Escrow Account”, and together with the Adjustment Escrow Account,   the “Escrow Accounts”), both such accounts to be established and maintained by the Escrow Agent   pursuant to the terms and conditions of an escrow agreement substantially in the form of Exhibit A   attached hereto, with such changes as may be required by the Escrow Agent and reasonably   acceptable to the Sellers and Purchaser, to be entered into on the Closing Date by the Sellers,   Purchaser and the Escrow Agent (the “Escrow Agreement”).                                             16
 2.7   Withholding.  Purchaser shall be entitled to deduct and withhold from any amounts   otherwise payable pursuant to this Agreement such amounts as are required to be deducted and   withheld under applicable Law.  To the extent that amounts are so deducted or withheld and timely   remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes of   this Agreement as having been paid to the Person in respect of which such deduction or   withholding was made.                                     ARTICLE 3                                                       REPRESENTATIONS AND WARRANTIES OF THE SELLERS               Except as set forth on the Disclosure Schedules and subject to the terms and  conditions set forth in Section 11.1, each of the Sellers represents and warrants to Purchaser as of   the date hereof and as of the Closing Date as follows:          3.1   Authority; Enforceability.  Each Seller has the power, legal right, capacity and   authority to execute this Agreement and the other Transaction Documents to which it is a party,   and to perform its obligations under this Agreement and the other Transaction Documents to which   it is a party.  Each of this Agreement and the other Transaction Documents to which they are a   party constitutes a valid and binding obligation of each of the Sellers enforceable against each such   Seller in accordance with its terms, except as enforceability may be limited by bankruptcy,   insolvency, reorganization, moratorium or other Law relating to or affecting creditors’ rights   generally or by equitable principles (regardless of whether enforcement is sought at law or in   equity).          3.2   Consents and Approvals; No Violations.  Except as set forth on Schedule 3.2, the   execution and delivery by the Sellers of this Agreement and the other Transaction Documents to   which they are a party, the performance and compliance with the terms and conditions hereof and  thereof by the Sellers, and the consummation by the Sellers of the transactions contemplated   hereby and thereby, in each case will not (with or without notice or passage of time, or both): (a)   breach, violate or conflict with any provision of any Law or Permit applicable to any of the Sellers;   (b) require any consent of, or other action by, any Person, or (c) violate, conflict with, result in a   breach or constitute a default under, or require the declaration or filing with, or notification to, any   Governmental Entity or any counterparty to, any material Contract to which any of the Sellers is a   party or is otherwise bound, except (in the case of the immediately preceding clauses (a) and (b))   for any violation, conflict, breach or default or the failure to make such declaration, filing or   notification, that would not impair or delay the ability of the Sellers to consummate the transaction   contemplated by the Agreement.          3.3   Ownership of Company Stock.  The Sellers are, and at the Closing, will be, the   record and beneficial owners of the Company Stock to be sold by them hereunder, free and clear   of any Liens (other than Permitted Liens and any Liens arising pursuant to applicable securities   Laws).  The Company Stock to be sold pursuant to this Agreement represents one hundred percent   (100%) of the capital stock of the Company. The Sellers are not party to, or otherwise subject to,   any voting trust, proxy or other contract with respect to the voting, repurchase, redemption, sale,  transfer or other acquisition or disposition of the Company Stock owned by the Sellers.                                           17
 Immediately after the Closing, all of the Company Stock will be owned by Purchaser free and clear   of all Liens (other than Liens on transfer arising pursuant to applicable securities Laws).          3.4   Brokers’ Fees.  There are no claims for brokerage commissions, finders’ fees or   similar compensation in connection with the transactions contemplated by this Agreement based   on any arrangement made by or on behalf of the Sellers for which the Company or purchaser would  be liable following the Closing.         3.5   Litigation.  There is no Legal Proceeding pending or, to the knowledge of the   Sellers, threatened against or affecting any of the Sellers or affecting any of their properties or   assets, which seeks to or would reasonably be expected to prohibit, delay or impair the   consummation of the transactions contemplated by this Agreement by the Sellers.                                     ARTICLE 4                                                       REPRESENTATIONS AND WARRANTIES OF THE COMPANY                Except as set forth on the Disclosure Schedules and subject to the terms and   conditions set forth in Section 11.1, the Company hereby represents and warrants to Purchaser as   of the date hereof and as of the Closing Date as follows:          4.1   Existence and Good Standing.  The Company is validly existing and, to the extent   applicable in such jurisdiction, in good standing under the Laws of the jurisdiction in which it is   organized.  The Company has all requisite right, power, authority and capacity to own, lease and  operate the properties and assets it owns, leases and operates, and to carry on its business as such  business is conducted as of the date hereof.  The Company is qualified to do business as a foreign  entity in each jurisdiction in which its ownership of property or the conduct of business as now  conducted requires it to qualify, except for such failures to qualify that would not reasonably be  expected to be adverse to the business of the Company.         4.2   Authority; Enforceability.  The Company has the full corporate power, legal right,   capacity and authority to execute this Agreement and the other Transaction Documents to which  it is a party, and to perform its obligations under this Agreement and the other Transaction   Documents to which it is a party.  The execution, delivery and performance of this Agreement and  the other Transaction Documents to which the Company is a party have been duly and validly  authorized by all required corporate action on behalf of the Company in accordance with the  Company’s Organizational Documents.  True, complete and correct copies of the Organizational  Documents of the Company have been made available to the Purchaser and each such instrument  is in full force and effect in the form made available to Purchaser. The Company is not in violation  of its Organizational Documents.  Each of this Agreement and the other Transaction Documents  to which the Company is a party constitutes a valid and binding obligation of the Company  enforceable against the Company in accordance with its terms, except as enforceability may be  limited by bankruptcy, insolvency, reorganization, moratorium or other Law relating to or  affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement   is sought at law or in equity).                                           18
 4.3   Consents and Approvals; No Violations.  The execution and delivery by the   Company of this Agreement and any other Transaction Document to which the Company is a   party, the performance and compliance with the terms and conditions hereof and thereof by the   Company, and the consummation of the transactions by the Company contemplated hereby and   thereby, in each case will not (with or without notice or passage of time, or both): (a) violate,   conflict with, result in a breach or constitute a default under any of the provisions of the   Organizational Documents of the Company; (b) except for any violation, conflict, breach or default  resulting solely from Purchaser being party to the transactions contemplated by this Agreement or  any Transaction Document to which Purchaser is a party, breach, violate or conflict with any  provision of any Law or Permit applicable to the Company; (c) require any consent of, or other  action by, any Person other than those consents set forth in Schedule 4.3(c); or (d) violate, conflict   with, result in a breach or constitute a default under, or require the declaration or filing with, or   notification to, any Governmental Entity or any counterparty to, any Contract to which the   Company is party except (in the case of the immediately preceding clauses (b) and (c)) for any   violation, conflict, breach or default or the failure to make such declaration, filing or notification,   that would not reasonably be expected to be material to the business of the Company.          4.4   Capitalization.                      (a)   Schedule 4.4(a) accurately sets forth the authorized, issued and         outstanding capital stock or other equity interests of the Company as of the date hereof and         the record, legal and beneficial ownership thereof.  All the issued and outstanding        Company Stock has been duly authorized and validly issued, and was issued in accordance        with the Company’s Organizational Documents.                       (b)   There are no Contracts to which the Company is a party or is        otherwise bound requiring the Company to issue, transfer, sell or otherwise dispose of any        stock or other equity interests of the Company, including any options, warrants,        subscription rights, calls or other similar commitments or agreements relating thereto.  No        stock or other equity interests of the Company are subject to any proxies, voting        agreements, voting trusts or other similar arrangements which affect the rights of holder(s)        to vote such securities, nor are there, as of the date hereof, any equity security holder        agreements, buy-sell agreements, restricted equity purchase agreements, warrant purchase        agreements, equity security issuance agreements, equity security option agreements, rights        of first refusal or other similar agreements to which the Company is a party or is otherwise         bound with respect to such equity securities which, in any manner, would affect the title of        any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear        of all Liens (other than Permitted Liens and any Liens arising pursuant to applicable        securities Laws).  There are no stock appreciation rights, phantom interests, profit        participation rights or similar rights outstanding with respect to the Company.         4.5   Financial Statements and Other Financial Matters; No Undisclosed Liabilities.                      (a)   Schedule 4.5(a) sets forth (i) the unaudited statements of financial         position of the Company as of December 31, 2017 and December 31, 2018, and the related         unaudited combined statements of operations, changes in equity and cash flows for the        twelve (12) month periods then ended, and (ii) the unaudited balance sheet of the Company                                          19
 as of October 31, 2019 (the “Latest Balance Sheet”, and such date, the “Latest Balance         Sheet Date”), and the related unaudited statements of comprehensive income (loss),         changes in shareholders’ equity and cash flows for the 10-month period then ended         (collectively, the “Company Financial Statements”).                      (b)   The Company Financial Statements have been prepared in a manner        consistent with historical practices, and fairly present in all material respects the financial        condition and results of operations of the Company, at the respective dates and for the        respective periods described above.                     (c)   The Company does not have any Liabilities other than any such        Liabilities (i) accrued or reserved against in the Latest Balance Sheet, (ii) incurred in the        Ordinary Course of Business since the Latest Balance Sheet Date, (iii) incurred in        connection with this Agreement or the transactions contemplated hereby, (iv) pursuant to        the terms of any Contract to which the Company is party (other than liabilities for default,        breach or non-performance thereunder), or (v) Liabilities which, individually or in the        aggregate, would not reasonably be expected to exceed $25,000.         4.6   Absence of Certain Changes.  During the period from the Latest Balance Sheet Date   to the date of this Agreement, (a) no Material Adverse Effect has occurred and, (b) except for the  negotiation, execution and delivery of this Agreement and the other Transaction Documents and  the undertaking of the process that resulted in the execution and delivery of this Agreement and  the other Transaction Documents, the Company has conducted its business in the Ordinary Course  of Business, and (c) the Company has not taken any action which, if taken after the date of this  Agreement, would require the consent of Purchaser pursuant to Section 6.1.          4.7   Subsidiaries.  As of the date hereof, the Company does not own any capital stock   or other equity interests of any Person.          4.8   Real Property.                      (a)   The Company does not own any real property.                      (b)   Schedule 4.8(b) sets forth all real property in which the Company         holds a leasehold interest as of the date hereof (the “Leased Real Property”) and a complete         list of the Real Property Leases applicable thereto.  A true and complete copy of each Real         Property Lease, as in effect as of the date hereof, has been made available to Purchaser         (including all amendments, extensions and other modifications, if any, thereof and all         guarantees applicable thereto).  The title in and to the leasehold interests of the Company         in the Leased Real Property is free and clear of Liens, except for Permitted Liens.  Each         Real Property Lease is in full force and effect and the applicable Company holds valid and         existing leasehold interests thereunder.  There is no pending or, to the Knowledge of the         Company, threatened in writing, condemnation, eminent domain, taking or similar Legal         Proceeding affecting any of the Leased Real Property, which, individually or in the         aggregate, could reasonably be expected to materially impair or interfere with the         occupancy, use or operation of the business of the Company as currently conducted. As of         the date hereof, each Real Property Lease is in full force and effect, and neither the                                           20
 Company nor, to the Knowledge of the Company, any other party thereto is in material   breach or material default thereunder.                (c)   The Leased Real Property constitutes all of the material real   property used by the Company as of the date hereof in the Ordinary Course of Business.    There are no leases, subleases, assignments, occupancy agreements or other similar   Contracts to which the Company is a party or otherwise bound granting to any Person   (other than the Company) the right of use or occupancy of any Leased Real Property.    4.9   Taxes.                (a)   All Tax Returns with respect to the Company due prior to the date   hereof have been timely and properly filed and all such Tax Returns were true, correct and   complete in all material respects as of the time of such filing.  All Taxes and withholding   amounts due and payable by the Company prior to the Closing have been or will have been   paid in full prior to the Closing.  Schedule 4.9(a) contains a list of all audits of all Tax   Returns of the Company, if any, for the last three (3) years and any adjustments proposed  as a result of such audits have been paid, reserved against or settled.  No Tax liens have   been filed against the assets of the Company other than liens for Taxes which are not yet  due and payable.               (b)   Any Liability of each of the Company or any of its Subsidiaries for  Taxes not yet due and payable, or which are being contested in good faith, for periods  through the Closing Date (including the portion of any Straddle Period ending on the  Closing Date) do not exceed the amount taking into account as a Liability in determining  the Net Working Capital Adjustment Amount.               (c)   No deficiencies for any Taxes have been proposed, asserted or  assessed in writing against the Company that is still pending, and there is no Legal  Proceeding, audit or claim now pending against, or with respect to, Company in respect of  any Tax or assessment, nor is any Legal Proceeding for additional Tax or assessment  asserted by any Tax authority.               (d)   No claim has been made by any Tax authority in a jurisdiction where  the Company has not filed a Tax Return that it is or may be subject to Tax by such  jurisdiction, nor, to the knowledge of each of the Company, is any such assertion threatened  in writing.               (e)   The Company is not a party to any Contract, providing for the  payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters,  other than the Tax provisions of licenses, leases and loan agreements and other similar  agreements entered into in the ordinary course of business the principal purpose which is  not related to Tax.               (f)   There is no outstanding request for any extension of time within  which to pay any Taxes or file any Tax Returns, there has been no waiver or extension of  any applicable statute of limitations for the assessment or collection of any Taxes of the                                     21
 Company, and no ruling with respect to Taxes has been requested by or on behalf of the   Company.                (g)   The Company has not participated in a “listed transaction” required   to be disclosed pursuant to Treasury Regulations Section 1.6011-4(b)(2) or any predecessor   thereof.                (h)   The Company is not and never has been a United States Real   Property Holding Corporation (as defined in Section 897(c)(2) of the Code).                 (i)   The Company does not have a permanent establishment in any   jurisdiction outside the United States.                (j)   (A) The Company has and has had at all times since its incorporation  a valid election in effect under Section 1362 of the Code and any comparable provision of  state or local law for all taxable years through and including the Closing Date (the “S  Election”) and such S Election has never been terminated or revoked; (B) the Company  does not have any subsidiaries that are not (x) disregarded as separate from its owner under  Treasury Regulation Section 301.7701-3(b)(1)(ii) or (y) as a qualified S corporation  subsidiary within the meaning of Section 1361(b)(3)(B) of the Code (a “Disregarded  Entity”), and each such subsidiary, if any, has been a Disregarded Entity at all times since  the date of its formation up to and including the Closing Date; (C) The Company has not,  in the past 10 years, acquired assets from another corporation in a transaction in which the  Company’s tax basis was determined, in whole or in part, by reference to the tax basis of  the acquired assets in the hands of the transferor; and (E) the S Election of the Company is  valid and respected under the income Tax laws of every state or local jurisdiction in which  the Company does business.               (k)   The Company has disclosed on their federal income Tax Returns all  positions taken therein that could give rise to a substantial understatement of federal  income Tax within the meaning of Section 6662 of the Code.               (l)   No change in entity classification has been made with respect to the   Company that is not an initial classification election for U.S. federal income Tax purposes   under Treasury Regulations Section 301.7701-3.                (m)   The Company has not been a party to a transaction qualifying under   Section 355 of the Code during the past five (5) tax years.   4.10  Contracts.                (a)   Schedule 4.10(a) sets forth a correct and complete list of the   following Contracts (but excluding any Real Property Lease, Company Benefit Plan,   guarantee entered into in connection with any Real Property Lease) to which the Company   is a party or bound as of the date hereof, other than those that have terminated prior to the   date hereof in accordance with their terms or that have no material, continuing rights or   obligations thereunder (each such Contract, together with the Real Property Leases, each   as amended to date, a “Material Contract”):                                    22
 (i)   each Contract under which the Company is lessee of, or   holds or operates any personal property owned by any other Person, for which the annual  payment exceeds $25,000;                     (ii)  each Contract (other than purchase orders entered into by the  Company in the Ordinary Course of Business and Contracts that can be terminated by the  Company without penalty on not more than 60 days’ notice) that requires future payments   by the Company in an amount in excess of $50,000 during the 2019 fiscal year or $100,000   during the remaining term of the Contract;                      (iii) (A) any Contract granting any license or covenant not to sue   with respect to, or for the development of, Intellectual Property rights, excluding   (yy) licenses for commercially available, off-the-shelf software applications with a   replacement cost and/or aggregate annual license and maintenance fee of no more than  $10,000 and (zz) non-exclusive licenses granted to customers or resellers in the Ordinary  Course of Business and implied licenses granted to marketers and consultants or (B) any  Contract that provides for a license by or to or for the sale, transfer or purchase by the  Company or the Company of any Intellectual Property rights material to the operating of  the business of the Company or the Company;                     (iv)  each joint venture, partnership or strategic alliance with a  third party involving the sharing of profits of the Company with such third party;                     (v)   Company from soliciting, hiring, competing with or freely  engaging in any business with respect to (i) any geographic area or Person or (ii) any  Contract that obligates the Company to conduct business on an exclusive or “most favored  nation” basis rights of first refusal, rights of first negotiation or similar rights with any third   party;                      (vi)  any credit agreement, indenture, note, bond or other similar   Contract relating to Indebtedness (including any guaranty thereof), whether of the   Company to any Person or of any Person to the Company, or any Contract with respect to   any security or collateral related to any of the foregoing;                      (vii) each Contract entered into by the Company since December   31, 2017 relating to the acquisition by the Company (by merger, purchase of equity or   assets or otherwise) of any Person, operating business or product line;                      (viii) any Contract relating to any settlements with any Person or   any settlements, consent decrees, remediation plans or other arrangements with any   Governmental Entity, in each case, where the Company or any Affiliate of the Company   will have material ongoing obligations following the Closing;                      (ix)  any Contract with any dealer, distributor, broker, sales or   other agent pursuant to which the Company made aggregate payments equal to or greater  than $100,000 during the 2018 fiscal year or is reasonably expected to make aggregate   payments equal to or greater than $100,000 during any fiscal year thereafter;                                     23
 (x)   any power of attorney granted by the Company that is  currently in effect; and                     (xi)  other than any Contracts specified in clauses (i) through (x)  above, any Contract that is material to the business of the Company.               (b)   A true, complete and correct copy of each Material Contract has  been made available to Purchaser.  Each Material Contract (assuming due power and  authority of, and due execution and delivery by, the other party or parties thereto) is valid  and binding on the Company and is in full force and effect.               (c)   With respect to each Material Contract, such Material Contract is (i)  the legal and valid obligation of the Company, and, to the Knowledge of the Company, of  each other party thereto, (ii) enforceable against the Company and, to the Knowledge of  the Company, each other party thereto, in accordance with its terms, except as  enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or  other Law relating to or affecting creditors’ rights generally or by equitable principles  (regardless of whether enforcement is sought at law or in equity) and, (iii) as of the date  hereof, in full force and effect, and neither the Company nor, to the Knowledge of the  Company, any other party thereto is in material breach or material default thereunder.   4.11  Intellectual Property.               (a)   Schedule 4.11(a) contains a list of the following that are owned by  the Company or filed in the name of the Company, in each case as of the date hereof: (i)  patents and patent applications; (ii) registered trademarks, service marks and Internet  domain names and applications related thereto (as applicable); (iii) registered copyrights;  and (iv) pending applications for any registrations of the type referred to in clauses (i)  through (iii).               (b)   The Company owns, licenses or otherwise has the right to use, free  and clear of all Liens (except the Permitted Liens), all material Intellectual Property used  or held for use or otherwise required in the current operation of the Company (the  “Company Intellectual Property”).               (c)   (i) The operation of the Company does not infringe, misappropriate  or otherwise violate the Intellectual Property rights of any third party, and (ii) to the  Knowledge of the Company, no Person is infringing, misappropriating or otherwise  violating the Company Intellectual Property.  As of the date hereof, the Company has not  received any written notice asserting any violation, misappropriation or infringement of  any Intellectual Property rights of any third party by the Company, or invalidity of the  Company Intellectual Property that remains unresolved.               (d)   Within the two (2) years prior to the date hereof there have been no  failures, crashes, security breaches or similar adverse events affecting the computer  software, computer hardware, firmware, networks, interfaces and related systems used by  the Company that has caused material disruption to the operations of the Company in the  Ordinary Course of Business.                                   24
 (e)   No present or former employee, officer or director of the Company        holds any right, title or interest, directly or indirectly, in whole or in part, in or to any       material Company Intellectual Property.                    (f)   The Company has taken commercially reasonable measures to       protect the Company Intellectual Property rights, including the confidentiality of all       material trade secrets owned by the Company and other confidential information. Each       current and former employee, independent contractor or consultant of the Company first        hired or engaged after July 1, 2015 who has received access to the Company confidential        information and/or who has been involved in the creation and/or development of any       Company Intellectual Property rights owned by the Company has entered into a written        agreement pursuant to which such employee, independent contractor or consultant agrees       to protect the confidential information of the Company and to assign to the Company all       Intellectual Property rights created and/or developed by such employee, independent       contractor or consultant in the course of his, her or its employment or engagement with the       Company (unless ownership of such Intellectual Property rights would automatically vest,       or have automatically vested, in the Company by operation of Law).        4.12  Legal Proceedings; Orders.  Except as set forth on Schedule 4.12, there are no Legal  Proceedings pending, nor, to the Knowledge of the Company, is there any Legal Proceeding  threatened in writing against the Company.  As of the date hereof, there is no Order outstanding  against the Company or by which the Company is bound, except for Orders which generally affect  other Persons engaged in the industry in which the Company is engaged.         4.13  Employee Benefit Plans.                     (a)   Schedule 4.13(a) contains a correct and complete list of each        Company Benefit Plan, in effect as of the date hereof.  With respect to each Plan, the        Company has made available to the Purchaser true and correct copies of (i) plan documents        and amendments thereto, (ii) related trust agreements, insurance contracts or other funding        arrangements, (iii) the most recent Form 5500-series annual report with schedules, if any,        (iv) the most recent summary plan descriptions and any summaries of material        modification thereto, and (v) the most recent determination letter or opinion letter received        from the IRS.                     (b)   No Plan is (i) subject to Title IV or Section 302 of ERISA or Section        412 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii)        a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. In the        preceding six (6) years, neither the Company, nor any ERISA Affiliate, has sponsored,        maintained or contributed to, or had an obligation to contribute to, any arrangement subject        to Title IV of ERISA, and no condition exists that could reasonably be expected to result        in the Company or any ERISA Affiliate incurring any liability under Title IV of ERISA or        Sections 412 or 430 of the Code.                       (c)   No Company Benefit Plan provides retiree health or life insurance        benefits except to the extent required by Section 4980B of the Code and Section 601 of                                          25
 ERISA or any other applicable law and at the sole expense of the participant or the         participant’s beneficiary.                        (d)   Each Company Benefit Plan has been established, maintained,         funded, and administered in accordance with its terms, and in compliance in all material         respects with the applicable provisions of ERISA, the Code, the Patient Protection and         Affordable Care Act of 2010 and all other applicable Laws, except where such failure         would not reasonably be expected to have a Material Adverse Effect.                        (e)   With respect to each Company Benefit Plan that is intended to         qualify under Section 401(a) of the Code, such plan, and its related trust, has received a         determination letter (or opinion letters in the case of any prototype plans) from the IRS that         it is so qualified and there are no facts or circumstances that could be reasonably likely to         adversely affect the qualified status of any such Company Benefit Plan.                      (f)   Except as set forth in Schedule 4.13(f), neither the execution and         delivery of this Agreement, nor the consummation of the transactions contemplated hereby,         will (either alone or in conjunction with another event): (i) entitle any Person to any         payment (including severance pay, retention, sale bonus or other compensation),         forgiveness of indebtedness, distribution, or increase in benefits, (ii) trigger any        acceleration of vesting, or payment of benefits under or with respect to any Plan, (iii)        trigger any obligation to fund any Plan, or (iv) result in the payment of any amount that        would, individually or in combination with any other such payment, could constitute an        “excess parachute payment” within the meaning of Section 280G of the Code. No Person        has a right to any gross up, indemnification or other reimbursement from the Company for        any penalties or Taxes imposed as a result of the application of Code Sections 409A, 280G        or 4999.                     (g)   As of the date hereof, there are no Legal Proceedings pending (other        than routine claims for benefits) or, to the Knowledge of the Company, threatened against         any Company Benefit Plan, or against the Company with respect to the Company Benefit         Plans.                      (h)   Each Company Benefit Plan that is a “nonqualified deferred         compensation plan” (within the meaning of Section 409A(d)(1) of the Code) has been         operated in compliance with Section 409A of the Code and the Treasury Regulations issued         under Section 409A of the Code.          4.14  Brokers’ Fees.  There are no claims for brokerage commissions, finders’ fees or   similar compensation in connection with the transactions contemplated by this Agreement based   on any arrangement made by or on behalf of the Company for which the Company or Purchaser  would be liable following the Closing.         4.15  Labor Matters.                      (a)   Schedule 4.15(a) sets forth a complete list of all employees and other         service providers of the Company as of the date hereof, and the following current         information for each such individual: his or her (i) title, (ii) hire date, (iii) job location,                                          26
 (iv) status as exempt or non-exempt, (v) classification as employee or independent         contractor, (vi) active work status, (vii) confirmation of eligibility to work in the United         States, including details of any applicable work visas or similar arrangements, (viii) base         salary or wage rate and (ix) target bonus or other incentive compensation.                      (b)   The Company is not bound by or subject to any Collective         Arrangement and, to the Knowledge of the Company, there is no organizational effort         being made or threatened by, or on behalf of, any labor union to organize employees of the         Company and no demand for recognition of employees of the Company has been made by,         or on behalf of, any labor union.  There is not, as of the date hereof, any labor dispute         involving the employees of the Company pending or, to the Knowledge of the Company,         threatened against the Company.                      (c)   The Company is, and during the past six (6) years has been, in         compliance in all material respects with all applicable Laws relating to the employment of         labor, including, without limitation, provisions thereof relating to immigration and         citizenship (including completion and processing of Forms I-9 for all employees in         accordance with applicable Law), wages, hours, pay equity, equal opportunity,         classification, employment discrimination and practices, retaliation, “whistleblower”         rights, civil rights, collective bargaining, the Fair Labor Standards Act, and the WARN         Act.                      (d)   Except as set forth in Schedule 4.15(d), there is no charge,         complaint, investigation, audit, action or petition against the Company pending before the         National Labor Relations Board, the Equal Employment Opportunity Commission, the        United States Department of Labor, the Occupational Safety and Health Administration,        Consumer Financial Protection Bureau or any other Governmental Entity and, to the        Knowledge of the Company, no such charge, complaint, investigation, audit, action or        petition is threatened against the Company.                     (e)   There is no litigation pending against the Company with respect to         any current or former employee, and, to the Knowledge of the Company, no such litigation        is threatened.         4.16  Legal Requirements and Permits.  The Company has complied with and is in   compliance in all material respects with all applicable Laws of applicable Governmental Entities.   The Company has adopted a Compliance Management System approved by the Board of Directors  commensurate with the size, complexity, and risk profile of the Company. The Compliance  Management System has been designed to manage the day to day compliance functions of the  Company, including but not limited to self-identification of consumer compliance issues,  violations of Law and consumer harm, and corrective action undertaken as such issues are  identified, written compliance policies, training, auditing, consumer complaint responses, and  reporting to the Board.  As of the date hereof, to the Knowledge of the Company, all material  approvals, filings, certificates, accreditations, registrations, permits, licenses, consents and other  similar authorizations of and from all Governmental Entities required to conduct the business of  the Company are in the possession of the Company (collectively, “Permits”), are in full force and   effect and are being complied with in all material respects.  As of the date hereof, there is no                                          27
 material examination, proceeding or disciplinary action (including fines), investigation, civil   investigative demand, currently pending, or threatened in writing against, the Company or Sellers   by a Governmental Entity, including any claims for unfair, deceptive or abusive acts or practices   under the Dodd-Frank Act.  To the Knowledge of the Company, neither the Company nor Sellers   are under investigation or examination by a Governmental Entity with respect to any material   violation of, or any obligation to take remedial action under the Law or any Permit.          4.17  Environmental Matters.                      (a)   The Company has been and is in compliance in all material respects         with all applicable Environmental Laws.                      (b)   (i) The Company has not received, since December 31, 2015, any         written notice alleging a violation or liability under any Environmental Law, the subject of         which is unresolved; and (ii) neither the Company, nor, to the Knowledge of the Company,         any other Person has placed, stored or released any Hazardous Substances produced by, or        resulting from the operations of the Company at any Leased Real Property.                      (c)   The Company is not presently subject to any material, unresolved         obligations or requirements under any Order (other than Orders not issued specifically with         respect to the Company or the Leased Real Property) relating to Hazardous Substances.                      (d)   The Company has not contractually or by operation of law assumed         or succeeded to any material obligation or material Liability of any other Person relating         to or arising under any Environmental Law.          4.18  Relationships with Related Persons.  The Company is not a party to any Contract   with any Affiliate, stockholder, officer or director of the Company, other than Contracts governing   an individual’s provision of services to the Company and employee compensation and benefits   and indemnification and/or exculpation obligations (including Contracts relating to incentive   equity).  There are no loans, advances or other indebtedness incurred or issued by the Company   from or to any Affiliate, stockholder, or officer or director of the Company.          4.19  Insurance.  Schedule 4.19 sets forth a true, correct and complete list of all material   policies of insurance maintained by, or for the benefit of, the Company as of the date hereof  (specifying the insurer and type of insurance).  With respect to each insurance policy listed in  Schedule 4.19, the Company is not in material breach or default (including with respect to the   payment of premiums or the giving of notices) under such policy.  Except as set forth on Schedule   4.19, (i) the Company has not made any claim under any such policy after January 1, 2016 with   respect to which an insurer has questioned, denied or disputed or otherwise reserved its rights with  respect to coverage and (ii) no insurer has threatened to cancel any such policy or provided notice   of non-renewal. True, correct and complete copies of such insurance policies have been made   available to Purchaser.          4.20  Compliance with Anti-Corruption Laws, Export Controls and Sanctions.                      (a)   During the past five (5) years, the Company has not nor have any of         its directors or officers or, to the Knowledge of the Company, employees, agents or any                                          28
 other Person working on behalf of the Company, (i) made any unlawful payment or given,       offered, promised, or authorized or agreed to give, any money or thing of value, directly or       indirectly, to any Governmental Official in violation of any applicable Anti-Corruption       Laws; or (ii) received from any Governmental Entity any written notice relating to any       violation of Anti-Corruption Laws.                    (b)   During the past five (5) years, the Company has conducted its       operations at all times in compliance in all material respects with applicable Export       Controls.                    (c)   The Company nor any of its directors or officers or, to the       Knowledge of the Company, employees, agents or any other Person working on behalf of       the Company is, or is owned or controlled by or acting for or on behalf of, Persons that are:       (i) the subject or target of any Sanctions; or (ii) domiciled, organized or resident in a       Sanctioned Jurisdiction. During the past five (5) years, the Company has conducted its       operations at all times in compliance with applicable Sanctions and has not engaged in any       dealings or transactions in or involving any Sanctioned Jurisdiction.        4.21  Protection of Personal Information; PCI Compliance Information Technology  Systems.                     (a)   The Company has written privacy and security policies that govern        its collection, storage, safeguarding, use, disclosure, and transfer (including across national        borders) of Personal Information that materially satisfy applicable laws and, to the       Knowledge of the Company, the Company is in material compliance with such privacy and       security policies and applicable laws relating to Personal Information, including with       respect to any Personal Information collected by the Company or by any third party having       authorized access to Personal Information under the control of the Company. To the       Knowledge of the Company, all consents required by applicable law for the collection, use,       or disclosure of Personal Information that are material to the conduct of the Company’s       business (including disclosure to Affiliates of the Company) has been obtained. As of the       date of this Agreement, the Company has not received any written claim or complaint       alleging that its collection, use, safeguarding, destruction or disclosure of Personal       Information materially violates any applicable law relating to privacy, data security, or data       protection.                    (b)   To the Knowledge of the Company, there has been no material       breach of security or other unauthorized access by third parties to the Personal Information       in the Company’s possession, custody, or control and, to the Knowledge of the Company,       there have been no successful security intrusions or breaches by unauthorized third parties       of the security of information technology systems of the Company used to store Personal       Information. The Company maintains the information technology systems with reasonable       administrative, technical and physical safeguards to protect the security, confidentiality,       and integrity of Personal Information. The Company has written policy guidelines for all       parties with access to their computer systems regarding use of their computer systems,       including use of the Internet and e-mail, and, to the Knowledge of the Company, such       policy guidelines have been and are being materially complied with. With respect to all                                         29
 Personal Information gathered or accessed in the course of the operations of the Company,        to the Knowledge of the Company, the Company has taken commercially reasonable steps,        materially consistent with industry standards and applicable law, to protect and safeguard        such Personal Information against loss and against unauthorized access, use, modification,        disclosure or other misuse.                     (c)   The Company and, to the Knowledge of the Company, its third party        provider of payment processing services is and has been in compliance with the Payment        Card Industry Data Security Standards (PCI DSS) published by the PCI Security Standards        Council, as the PCI DSS may be amended, restated, supplemented, or replaced from time        to time, and as applicable to the payment card transactions or information processed in any        way by the Company, including any processing, storing or communication of transaction        data or Cardholder Data, as such term is defined in the PCI-DSS. To the Knowledge of        Company, no actions or claims are pending against the Company for failure to comply with        the PCI DSS, and the Company has not received any written notice alleging any failure to        comply with the PCI DSS within the previous five years.                     (d)   The Company has in place disaster recovery plans, procedures, and        facilities that materially satisfy applicable law. The disaster recovery and security plans,        procedures, and facilities specified materially meet all representations made to, and        obligations with, all customers, and the Company is in compliance in all material respects        therewith.                     (e)   Sellers represent and warrant that the execution, delivery and        performance of this Agreement by the Sellers will not violate the applicable laws relating        to Personal Information, and upon closing, the Company will continue to own all such        Personal Information and continue to have the right to such on identical terms and        conditions as the Company enjoyed immediately prior to Closing.                                     ARTICLE 5                                                       REPRESENTATIONS AND WARRANTIES OF PURCHASER               Purchaser hereby represents and warrants to the Company and each of the Sellers  as of the date hereof and as of the Closing Date as follows:         5.1   Existence and Good Standing.  Purchaser is validly existing and, to the extent   applicable in such jurisdiction, in good standing under the Laws of the jurisdiction in which it is   incorporated or organized, except for failures that would not delay or impair the ability of   Purchaser to consummate the transactions contemplated by this Agreement.  Purchaser has all  requisite right, power, authority and capacity to own, lease and operate the properties and assets it   owns, leases and operates, and to carry on its business as such business is conducted, as of the date   hereof, except for failures that would not delay or impair the ability of Purchaser to consummate   the transactions contemplated by this Agreement.  Purchaser is qualified to do business as a foreign   entity in each jurisdiction in which its ownership of property or the conduct of business as now  conducted requires it to qualify, except for such failures to qualify that would not delay or impair  the ability of Purchaser to consummate the transactions contemplated by this Agreement.                                          30
 5.2   Authority; Enforceability.  Purchaser has the full power and authority to execute  this Agreement and the other Transaction Documents to which it is a party, and to perform its  obligations under this Agreement and the other Transaction Documents to which it is a party.  The  execution, delivery and performance of this Agreement and the other Transaction Documents to  which Purchaser is a party have been duly and validly authorized by all required action on behalf  of Purchaser.  This Agreement and each of the other Transaction Documents to which Purchaser  is a party constitute the valid and binding obligation of Purchaser enforceable against Purchaser in  accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,  reorganization, moratorium or other Law relating to or affecting creditors’ rights generally or by  equitable principles (regardless of whether enforcement is sought at law or in equity).        5.3    No Violations.  The execution and delivery by Purchaser of this Agreement and  any other Transaction Document to which Purchaser is a party, the performance and compliance  with the terms and conditions hereof and thereof by Purchaser, and the consummation by Purchaser  of the transactions contemplated hereby and thereby, in each case will not (with or without notice  or passage of time, or both): (a) violate, conflict with, result in a breach or constitute a default  under any of the provisions of any of Purchaser’s Organizational Documents; (b) violate or conflict  with any provision of any Law applicable to Purchaser; or (c) violate, conflict with, result in a  breach or constitute a default under, or require the declaration or filing with, or notification to, any  Governmental Entity or any counterparty to, any material Contract of Purchaser, except (in the  case of the immediately preceding clauses (b) and (c)) for any violation, conflict, breach or default  or the failure to make such declaration, filing or notification, which would not materially delay or  materially impair the ability of Purchaser to consummate the transactions contemplated by this  Agreement.         5.4   Legal Proceedings.  There are no Legal Proceedings pending or, to the knowledge  of Purchaser, threatened in writing against Purchaser that (a) challenge the validity or  enforceability of Purchaser’s obligations under this Agreement or the other Transaction  Documents to which Purchaser is a party or (b) seek to prevent or delay, or otherwise would  reasonably be expected to adversely affect, the consummation by Purchaser of the transactions  contemplated herein or therein.  Purchaser is not subject to any outstanding Order that would  materially delay or materially impair the ability of Purchaser to consummate the transactions  contemplated by this Agreement.         5.5   Purchaser Financial Resources.  Purchaser has and will, at the Closing, be able to  fund the transactions contemplated herein from its existing liquidity and capital resources.         5.6   Brokers’ Fees.  There are no claims for brokerage commissions, finders’ fees or  similar compensation in connection with the transactions contemplated by this Agreement based  on any agreement made by or on behalf of Purchaser.                                    ARTICLE 6                                                                   COVENANTS OF THE PARTIES          6.1   Conduct of the Business.  From the date hereof until the earlier of the termination  of this Agreement or the Closing Date, except (w) as set forth in Schedule 6.1, (x) with the prior                                         31
 written consent of Purchaser (which consent will not be unreasonably withheld, conditioned or  delayed), (y) as is required by applicable Law or (z) as otherwise expressly required by this  Agreement, (1) the Company will conduct its business in the Ordinary Course of Business;  provided, that, notwithstanding the foregoing or clause (3) of this Section 6.1, the Company may  use available cash to repay any indebtedness of the Company or to make cash dividends on or prior  to the Closing, and (2) use commercially reasonable efforts to preserve intact its business  organization and to preserve the goodwill, reputation and present commercial relationships with  employees  and suppliers, and keep available the services of its present officers and management- level employees, and (3) the Company will not:                     (a)   except for issuances of replacement certificates for shares of        Company Stock and issuances of new certificates for shares of Company Stock in        connection with a transfer of Company Stock by the holder thereof, issue, sell or deliver        any of its or any of its Subsidiaries’ equity securities or issue or sell any securities        convertible into, or options with respect to, or warrants to purchase or rights to subscribe        for, any of its or any of its Subsidiaries’ equity securities;                      (b)   issue, sell, make commitment with respect to, or deliver any equity        securities of the Company or any securities that are convertible into, or options with respect        to, or warrants to purchase or rights to subscribe for, any equity securities of the Company;                     (c)   effect any recapitalization, reclassification, equity split or like        change in its capitalization;                      (d)   amend its Organizational Documents or any of its Subsidiaries’        organizational documents;                      (e)   make any redemption or purchase of its or any of its Subsidiaries’        equity interests;                      (f)   sell, assign or transfer any of its tangible assets, except in the        Ordinary Course of Business and except for sales of obsolete assets or assets with de        minimis or no book value;                      (g)   sell, assign, transfer or license any material patents, trademarks,        trade names or copyrights, except in the Ordinary Course of Business;                     (h)   amend, modify or renew in any adverse respect or voluntarily        terminate any Material Contract other than as required by Law or enter into any Contract        that would be a Material Contract if entered into prior to the date hereof;                     (i)   incur any Indebtedness;                     (j)   make any material capital expenditures or commitments therefor,        except (x) in the Ordinary Course of Business and (y) for such capital expenditures or        commitments therefor that are reflected in the Company’s current budget set forth on        Schedule 6.1(j);                                           32
 (k)   enter into any other transaction with any of its managers, directors,   officers and employees outside the Ordinary Course of Business;                 (l)   except as required under the terms of the Company Benefit Plan set   forth on the Disclosure Schedule or applicable Law: (x) make, or commit to make, any   increase in the salaries, bonuses or other compensation and benefits to any employee or   other service provider of the Company or any of its Subsidiaries; (y) adopt, terminate or   amend the Company Benefit Plan; or (z) adopt or enter into any plan, policy or arrangement  for the current or future benefit of any officer of the Company, in each case, that would be  a Company Benefit Plan if it were in existence as of the date hereof;                (m)   terminate the employment of any employee or services of any  independent contractor of the Company or any of its Subsidiaries other than for “cause”  whose annual base salary as of the date hereof is equal to or greater than $75,000;               (n)   accelerate the vesting, funding or payment of any compensation or   benefits, or grant or promise any equity-based or equity-linked incentive compensation to   any current or former employee or other service provider of the Company or any of its   Subsidiaries;                (o)   settle any Legal Proceeding if the amount payable by the Company   in connection therewith would exceed $50,000;                (p)   make, change or revoke any material election in respect of Taxes or  material financial accounting policies of the Company, in each case unless required by  Law, amend any Tax Return, incur any material amount of gross income outside of the  Ordinary Course of Business, enter into any closing agreement or other binding written   agreement with any Governmental Entity with respect to Taxes, enter into any Tax   allocation or Tax sharing agreement, change (or request any Governmental Entity to   change) any Tax accounting method or period, surrender any claim for a refund of Taxes,   file any Tax Return other than one prepared in a manner consistent with past practice,   consent to any extension or waiver of the limitation period applicable to any Tax claim or   assessment (other than pursuant to an extension of time to file any Tax Return obtained in   the Ordinary Course of Business), or settle any Tax liability or Tax refund claim;                (q)   adopt a plan or agreement of complete or partial liquidation,   dissolution, merger, consolidation or other reorganization;                (r)   enter into a new line of business or abandon or discontinue any  existing lines of business;               (s)   declare, authorize, pay or make any dividend or other distribution in  respect of the equity securities of the Company (other than cash dividends or distributions);               (t)   enter into any agreements or transactions with any Affiliate of the  Company outside of the Ordinary Course of Business;                                     33
 (u)   make any loan, investment in or advance or capital contribution to,         or guarantee for the benefit of any Person; or                      (v)   authorize, agree, resolve or consent to any of the foregoing.    Nothing contained in this Agreement will give Purchaser, directly or indirectly, the right to control   or direct the operations of the Company prior to the Closing.  No action by the Company   undertaken with respect to the matters set forth in this Section 6.1 in compliance with the terms   hereof will be deemed a breach of any other provision of this Section 6.1 or this Agreement nor   will the failure of the Company to take any action prohibited by this Section 6.1 constitute a breach   of any other provision in this Section 6.1 or this Agreement.          6.2   Access to Books and Records.  From the date hereof until the Closing Date or the   earlier termination of this Agreement, the Company will provide Purchaser and its Representatives   with reasonable access during normal business hours, and upon reasonable notice, to the offices,   properties, personnel, and financial books and records of the Company in order for Purchaser to   have the opportunity to make such investigation as is reasonably required in connection with the   consummation of the transactions contemplated hereby; provided that Purchaser will exercise its   rights under this Section 6.2 in a manner that does not interfere unreasonably with the conduct of   the business of the Company.  Notwithstanding anything to the contrary contained in this   Agreement, the Company shall not be required to provide or cause to be provided any such access   or examination by Purchaser or its Representatives to the extent that the Company determines in  good faith that doing so would be reasonably likely to result in the loss of the attorney-client,  attorney work-product or any similar privilege, conflict with or breach the terms of any Contract  to which the Company is party or bound, or violate any applicable Law.  Purchaser and the  Company acknowledge and agree that the Confidentiality provision of that certain Collection  Agency Agreement, by and between Galt Ventures, LLC and the Company dated November 25,  2014 (as subsequently amended) (the “Confidentiality Agreement”) shall be incorporated mutatis   mutandis.         6.3    Efforts to Consummate.  Subject to any provision of this Agreement (including   Section 6.6) that expressly imposes a different standard from the standard set forth in this   Section 6.3, from the date hereof until the Closing Date or the earlier termination of this   Agreement, the Company, Purchaser and the Sellers shall use, and shall cause their respective   Affiliates to use, their respective commercially reasonable efforts to take, or cause to be taken, all   actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to   consummate and make effective as promptly as reasonably practicable the transactions   contemplated by this Agreement, including the satisfaction, but not a waiver, of the Closing   conditions set forth in Article 7; provided, however, that nothing contained herein shall require   Purchaser, the Company or the Sellers to, or to cause any Affiliate thereof (including, as applicable,   the Company) to, pay or agree to pay any material consent fee or similar amount or make or agree   to make any material amendment or material modification to the terms of any Contract or   otherwise provide any material accommodation (financial or otherwise) to any Person, whether in   connection with obtaining the consent or approval of such Person in respect of the transactions   contemplated by this Agreement or otherwise.          6.4   Reserved.                                          34
 6.5   Indemnification of Officers and Managers of the Company.                (a)   Purchaser agrees that all rights to indemnification or exculpation  now existing in favor of an officer, manager, director or employee of the Company (each,  a “D&O Indemnified Party”), as provided in the Company’s Organizational Documents or   otherwise in effect as of the date hereof with respect to any matters occurring prior to the   Closing Date (excluding this Agreement and the transactions and actions contemplated   hereby), shall survive the Closing and shall continue in full force and effect for six (6) years   after the Closing, and Purchaser shall cause the Company to perform and discharge the   Company’s obligations to provide such indemnity and exculpation after the Closing, in   each case, to the extent that the Company is obligated to provide such indemnification and   exculpation under its Organizational Documents as they exist on the date of this   Agreement.                (b)   Without limiting the foregoing, for a period of six (6) years after the   Closing, Purchaser will not (and will not cause or permit the Company or any other   Company or any of Purchaser’s other Subsidiaries or Affiliates to) amend or modify in any   way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the   exculpation, indemnification, contribution and expense advancement or reimbursement   provisions set forth in the Organizational Documents of the Company with respect to   conduct, actions or omissions taken or not taken at or prior to the Closing.  If the Purchaser   arranges for, or requests the Company to arrange for, director and officer liability coverage   in respect of any period prior to the Closing, 50% of the premium for such policy shall   constitute a Transaction Expense borne by the Sellers hereunder provided that such portion   constituting Transaction Expenses shall not exceed $30,000.00.  The balance of such   premium shall be borne by Purchaser.    6.6   Regulatory Filings.                (a)   Each of Purchaser and the Company will, and will cause its   Affiliates to, (i) promptly make or cause to be made all filings and submissions to obtain  the licenses set forth on Schedule 6.6(a) (the approval of such licenses, the “Specified   Regulatory Approvals”) and (ii) promptly make or cause to be made all filings and   submissions under any other applicable Law.  In connection with the consummation of the  transactions contemplated herein, Purchaser and the Company shall, and shall cause their  respective Affiliates to, use reasonable best efforts to promptly comply with any additional  requests for information, including requests for production of documents and production  of witnesses for interviews or depositions, by any Governmental Entities.  Purchaser will  be responsible for all filing fees under the Specified Regulatory Approvals and under any  other applicable Law.               (b)   Each of Purchaser and the Company will assist and cooperate, and  will cause their respective Affiliates to assist and cooperate, with each other Party or any  Affiliate thereof in preparing and filing any and all written communications that are to be  submitted to any Governmental Entities in connection with the transactions contemplated  hereby and in giving notice or obtaining any consents, waivers, authorizations or approvals  from any Governmental Entity or third party that may be required to be obtained by any                                    35
 Party or any Affiliate thereof in connection with the transactions contemplated hereby,        which assistance and cooperation will include: (i) timely furnishing to any other Party or        Affiliate thereof all information that counsel to such Party or Affiliate thereof reasonably        determines is required to be included in such documents or would be helpful in obtaining        such required consent, waiver, authorization or approval; provided, that disclosure of any        such information may be limited to inside counsel or outside legal advisors and consultants       to comply with applicable Law; (ii) promptly providing any other Party or Affiliate thereof       with copies of all written communications to or from any Governmental Entity relating to       the transactions contemplated by this Agreement; provided, that such copies may be        redacted as necessary to address legal privilege or confidentiality concerns or to comply       with applicable Law; (iii) keeping the other Parties reasonably informed of any       communication received or given to or from any Governmental Entity in connection with       the transactions contemplated by this Agreement; and (iv) providing the other Parties with       prior notice of, and permitting the other Parties to review and incorporate any other Party’s       reasonable comments in any communication given by it to any Governmental Entity or in       connection with any proceeding related to or under any Law, in each case regarding the       transactions contemplated by this Agreement; provided, that the efforts set forth in clauses        (i) through (iv) above shall not require the Company to agree to any obligations or        accommodations (financial or otherwise) binding on the Company in the event the Closing        does not occur.                     (c)   Neither Purchaser, on the one hand, nor the Company, on the other        hand, will, and shall not permit any of their respective Affiliates to, initiate or participate        in, any meeting or substantive communication (whether written or oral, including via        emails or conference calls) with any Governmental Entity with respect to any filings,       applications, investigation, or other inquiry regarding the transactions contemplated by this        Agreement without giving the other Party reasonable prior notice of the meeting or        communication and, to the extent permitted by the relevant Governmental Entity, the        opportunity to attend and participate in such meeting or communication or to comment on        such communication and to incorporate such reasonable comments in such        communication.         6.7   Exclusive Dealing.  During the period from the date of this Agreement through the  earlier of the Closing Date or the termination of this Agreement in accordance with its terms (the  “Exclusivity Period”), the Company and its Affiliates shall not take, nor shall it permit any of its  or their respective Representatives to, directly or indirectly, solicit any offer from, knowingly  encourage, initiate, facilitate or engage in any discussions or negotiations with, or provide any  information to (including affording access to a transaction data room, or the books or records of  the Company), any Person (other than Purchaser and its Affiliates and Representatives) concerning  (a) a sale or issuance of the Company’s equity securities, (b) a merger, consolidation, liquidation,  business combination, sale of all or substantially all of the assets of the Company or any similar  transaction involving the Company, or (c) without Purchaser’s consent, any other transaction  undertaken to preclude or materially increase the difficulty of Purchaser consummating the  transactions (each, an “Acquisition Transaction”). The Company shall, and shall cause its  Representatives to, immediately cease all discussions with third parties regarding an Acquisition  Transaction, other than to inform, or cause its Representatives to inform, such third parties from  which it has already received proposals that it is not in a position to discuss, pursue or take any                                         36
 other action in furtherance of such proposals during the Exclusivity Period. If the Company or any   of its Representatives receives an inquiry or proposal from a third party regarding an Acquisition   Transaction, the Company shall, and shall cause its Representatives to, promptly (i) advise  Purchaser that such inquiry or proposal has been received, (ii) provide Purchaser the material terms  and conditions of such inquiry or proposal and the identity of the Person making the same, and  (iii) inform, or cause its Representatives to inform, such third party that it is not in a position to  discuss, pursue or take any other action in furtherance of such inquiry or proposal during the  Exclusivity Period.         6.8   Supplemental Disclosure.  From the date of this Agreement until the Closing, the   Sellers shall promptly notify Purchaser in writing of: (a) any circumstance, event or action the   existence, occurrence or taking of which (i) has had or would reasonably be expected to have,   individually or in the aggregate, a Material Adverse Effect, (ii) has resulted in, or would reasonably   be expected to result in, any representation or warranty made by the Sellers hereunder not being   true and correct or any covenant of the Sellers hereunder not being performed or (iii) could result   in the failure of any of the conditions set forth in Article 7 to be satisfied; (b) any notice or other   communication from any Person alleging that the consent of such Person is or may be required in   connection with the transactions contemplated by this Agreement; (c) any notice or other  communication from any Governmental Entity in connection with the transactions contemplated  by this Agreement; and (d) any action commenced or, to the knowledge of the Sellers, threatened  against, relating to or involving or otherwise affecting the Sellers, Company, that if pending on the  date of this Agreement would have been required to have been disclosed or that relates to the  consummation of the transactions contemplated by this Agreement. Purchaser’s receipt of  information pursuant to this Section 6.8 or otherwise shall not operate as a waiver or otherwise   affect any representation, warranty, covenant or agreement given or made by the Sellers in this   Agreement.          6.9   Affiliate Transactions.  Except as set forth on Schedule 6.9, the Company shall   ensure that all contracts, transactions and Liabilities with or to Sellers shall be terminated at or   prior to the Closing without any further obligations or Liabilities whatsoever to the Company.          6.10  Post-Closing Claim Arrangements.  The Company has commenced the Legal   Proceeding described on Schedule 6.10 (together with any appeal thereof, the “Shared   Proceeding”).   Unless otherwise agreed in writing by the Sellers, Purchaser will (and will cause   the Company to) continue to pursue the Shared Proceeding after the Closing.  The Company shall  pay all costs and expenses associated with the Shared Proceeding after the Closing.  Purchaser will   not (and will not cause the Company to) settle or dismiss the Shared Proceeding in whole or part   without the prior written consent of the Sellers (not to be unreasonably withheld or delayed).  If   the Company recovers any amounts in the Shared Proceeding, the Company shall promptly pay to   Sellers (within 15 days of receipt thereof) the portion of such amounts that the costs and expenses   paid by the Company at or prior to the Closing bears to the total costs and expenses paid by the   Company in connection with the Shared Proceeding.  For example, if the costs and expenses paid   by the Company at or prior to the Closing are equal to fifty percent (50%) of the total costs and   expenses paid by the Company to the Shared Proceeding, fifty percent (50%) of the amounts   recovered by the Company in the Shared Proceeding shall be paid to the Sellers.  The Company   has paid a total of $419,591.72 of costs and expenses toward the Shared Proceeding prior to   November 26, 2019, as summarized on Schedule 6.10.                                          37
 ARTICLE 7                                                                      CONDITIONS TO CLOSING          7.1   Conditions to Purchaser’s Obligations.  The obligations of Purchaser to   consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if   permitted by applicable Law, waiver by Purchaser) of the following conditions as of the Closing  Date:                     (a)   (i) the representations and warranties of the Sellers and the        Company contained in Article 3 and Article 4 of this Agreement (other than the Sellers         Fundamental Representations and the Company Fundamental Representations) shall be         true and correct (without giving effect to any limitation as to “materiality” or “material         adverse effect” set forth therein) at and as of the Closing Date as though made at and as of         the Closing Date (except to the extent expressly made as of an earlier date, in which case         only as of such date), in all material respects and (ii) the Sellers Fundamental         Representations and the Company Fundamental Representations shall be true and correct         in all respects at and as of the Closing Date as though made at and as of the Closing Date         (except to the extent expressly made as of an earlier date, in which case only as of such         date);                      (b)   the Sellers and the Company shall have performed and complied         with, in all material respects, all of the covenants and agreements required to be performed         by them under this Agreement at or prior to the Closing;                      (c)   the Specified Regulatory Approvals shall have been obtained and         shall be in full force and effect;                      (d)   the third party consents listed on Schedule 7.01(d) shall have been         obtained;                      (e)   no judgment, decree or order from any Governmental Entity in the         United States shall have been entered which would prevent the performance of this         Agreement or the consummation of any of the transactions contemplated hereby, declare         unlawful the transactions contemplated by this Agreement or cause such transactions to be         rescinded; and                      (f)   since the date of this Agreement, there shall not have occurred a         Material Adverse Effect.    If the Closing occurs, all closing conditions set forth in this Section 7.1 that have not been fully   satisfied as of the Closing will be deemed to have been waived by Purchaser.          7.2   Conditions to the Sellers’ and the Company’s Obligations.  The obligation of the   Company and the Sellers to consummate the transactions contemplated by this Agreement is  subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company and the  Sellers) of the following conditions as of the Closing Date:                                           38
 (a)   (i) the representations and warranties of Purchaser contained in        Article 5 of this Agreement (other than the Purchaser Fundamental Representations) shall        be true and correct (without giving effect to any limitation as to “materiality” or “material        adverse effect” set forth therein) at and as of the Closing Date as though made at and as of        the Closing Date (except to the extent expressly made as of an earlier date, in which case        only as of such date), in all material respects, and (ii) the Purchaser Fundamental        Representations shall be true and correct (without giving effect to any limitation as to        “materiality” or “material adverse effect” set forth therein) at and as of the Closing Date as        though made at and as of the Closing Date (except to the extent expressly made as of an        earlier date, in which case only as of such date);                     (b)   Purchaser shall have performed and complied with, in all material       respects, all of the covenants and agreements required to be performed by Purchaser at or       prior to the Closing; and                    (c)   no judgment, decree or order from any Governmental Entity in the       United States shall have been entered which would prevent the performance of this       Agreement or the consummation of any of the transactions contemplated hereby, declare       unlawful the transactions contemplated by this Agreement or cause such transactions to be       rescinded.       If the Closing occurs, all closing conditions set forth in this Section 7.2 that have not been  fully satisfied as of the Closing will be deemed to have been waived by the Company and the  Sellers.                                    ARTICLE 8                                                                INDEMNIFICATION; NO RELIANCE        8.1    Indemnification for the Benefit of the Purchaser Indemnified Parties.  From and  after the Closing (but subject to the provisions of this Article 8), the Sellers (jointly and severally)  shall indemnify and hold harmless Purchaser and its Affiliates and Representatives (the “Purchaser  Indemnified Parties”) from any Losses incurred in connection with, as a result of, or arising out  of:                     (a)   any breach of any representation or warranty of any of the Sellers or       the Company contained in Article 3 or Article 4;                     (b)   any agreement or covenant made, or to be performed by, any of the        Sellers or the Company in this Agreement (other than any agreement or covenant to be        performed by the Company after the Closing);                      (c)   any and all Taxes imposed on or payable by (i) the Company (or any        predecessor thereof) for or attributable to any Pre-Closing Tax Period or the pre-Closing       portion of any Straddle Period (determined as provided in Section 10.5) or (ii) any member        of an Affiliated Group of which the Company (or any predecessor thereof) is or was a        member on or prior to the Closing Date;                                          39
 (d)   any violations or alleged violations of Law by the Company or its  officers, directors or employees occurring prior to the Closing; and               (e)   any Liabilities accrued prior to the Closing and not taken into  account in the determination of the Final Adjustment Amount.   8.2   Indemnity Limitations.                (a)   Deductible.  Except for claims for indemnification with respect to   breaches or the Company Fundamental Representations, any Sellers Fundamental   Representation, the representations and warranties set forth in Section 4.9 or claims   grounded in Fraud, no claims for indemnification by any Purchaser Indemnified Party  pursuant to Section 8.1(a) will be asserted, and no Purchaser Indemnified Party will be   entitled to recover any Losses in respect of claims made pursuant to Section 8.1(a) until   the Purchaser Indemnified Parties have suffered, in the aggregate, Losses equal to $300,000   (the “Deductible”), and then the Purchaser Indemnified Parties will be permitted to recover   only to the extent such Losses exceed the Deductible.                (b)   Liability Limit.  Except in the case of a breach of the Company   Fundamental Representation, any Sellers Fundamental Representation or any  representation or warranty set forth in Section 4.9, or in the case of a claim grounded in   Fraud, the sole and exclusive source of recovery in respect of any indemnification claim   made by any Purchaser Indemnified Party pursuant to Section 8.1(a) will be the Indemnity   Escrow Amount, and in no event will the Sellers or any Affiliates thereof or any other   Person have any direct liability or obligation in respect of any such indemnification claim,   it being agreed that on the date (if any) the Indemnity Escrow Amount is reduced to zero   for any reason (including due to the release of the Indemnity Escrow Amount from the   Indemnity Escrow Account on the Escrow Release Date in accordance with the terms of  the Escrow Agreement), the Purchaser Indemnified Parties will have no further rights to   indemnification for claims made pursuant to Section 8.1(a) (except in the case of a claim   grounded in Fraud).  After the Closing, except in the case of claims grounded in Fraud, the   indemnification terms set forth in this Article 8 will constitute the sole and exclusive   remedy of the Purchaser Indemnified Parties for (A) any and all Losses or other claims   relating to or arising from this Agreement or in connection with the transactions   contemplated hereby, including in any exhibit, Schedule or certificate delivered hereunder,  and (B) any other matter relating to the Company, the operation of any of its business, or   any other transaction or state of facts relating to the Company, in each case regardless of   the legal theory under which such liability or obligation may be sought to be imposed,   whether sounding in contract or tort, or whether at Law or in equity, or otherwise, and the   Purchaser Indemnified Parties hereby agree that, except in the case of claims grounded in   Fraud, no Purchaser Indemnified Party will have any remedy or recourse with respect to   any of the foregoing other than as expressly set forth in this Article 8 (subject in all cases   to the limitations and terms set forth in this Article 8); provided, however, that this   exclusive remedy does not preclude an Purchaser Indemnified Party from bringing an   action for specific performance or other equitable remedy to require a Party to perform its   obligations under this Agreement or to enforce any decision or determination of the   Independent Accounting Firm.                                      40
 (c)   Survival; Claims Period.  The Parties, intending to modify any         applicable statute of limitations, agree that other than with respect to Fraud, (A) the         representations and warranties set forth in Section 4.9 shall survive until the lapse of the         applicable statute of limitations, (B) the Company Fundamental Representations, the         Sellers Fundamental Representations and the Purchaser Fundamental Representations will         survive the Closing until the date that is six (6) years from the Closing Date, (C) the         representations and warranties of the Parties under this Agreement (other than those         described in clauses (A) and (B)) will survive the Closing until the date that is fifteen         months after the Closing Date, and (D) the covenants and agreements made by any Party         that is contained herein shall survive until performed (the period of time that a        representation, warranty, covenant or agreement survives the Closing pursuant to this        sentence, the “Survival Period”, with respect to such representation, warranty, covenant or         agreement).  No claim for indemnification asserted under this Article 8 may be made after         the expiration of the applicable Survival Period; provided that the Parties acknowledge and         agree that any claim for indemnification asserted under this Article 8 that is made in writing         in accordance with the terms of this Article 8 on or prior to the applicable Survival Period         will survive such survival date until the final resolution thereof.         8.3   Mitigation.  To the extent required by Law, the Purchaser Indemnified Parties will   take all commercially reasonable efforts to mitigate Losses for which it seeks to be indemnified  under this Article 8.          8.4   Calculation of Losses.                      (a)   The amount of any Loss for which indemnification is provided         under this Article 8 will be: (i) calculated net of any duplicative amounts actually recovered         or recoverable by any Purchaser Indemnified Party under insurance policies or from third         parties with respect to such Losses and (ii) reduced by taking into account any cash Tax         savings realized by any Purchaser Indemnified Party in the taxable year in which the Loss         is incurred that are attributable to any deduction, loss, credit or other Tax benefit resulting         from or arising out of such Loss (determined on a with and without basis).                      (b)   No Purchaser Indemnified Party will be entitled to indemnification         pursuant to this Article 8 with respect to any Loss or alleged Loss to the extent such Loss         or alleged Loss is included in the calculation of Net Working Capital or if Purchaser will         have requested a reduction of the Net Working Capital in the Sellers Certificate on account        of any matter forming the basis for such Loss or alleged Loss.                     (c)   For purposes of determining whether there has been a breach of a        representation or warranty, and for purposes of determining the amount of Losses resulting        therefrom, all “material”, “materiality”, “in all material respects”, or “Material Adverse        Effect” qualifications or exceptions in such representation or warranty shall be disregarded.         8.5   Claim Procedures.  In the case of any claim for indemnification arising from any   Third-Party Claim under this Article 8, the Sellers shall have the right to assume the defense of   such Third-Party Claim, including the appointment and selection of counsel on behalf of the   Company and the applicable Purchaser Indemnified Parties, by providing written notice to the                                          41
 applicable Purchaser Indemnified Party within thirty (30) days after notice of such claim from the  applicable Purchaser Indemnified Party.  Notwithstanding anything to the contrary herein, in no  event shall the Sellers be entitled to assume the defense of any Third-Party Claim against or  involving a Purchaser Indemnified Party if (i) such proceeding relates to or arises in connection   with any actual or alleged violation of Law or criminal proceeding, action, indictment, allegation   or investigation; (ii) such proceeding seeks an injunction, specific performance or other equitable   relief against any Purchaser Indemnified Party; or (iii) such proceeding seeks damages less than   the Deductible (collectively, the “Litigation Exceptions”). If the Sellers assumes the defense of   any such claim in accordance with the first sentence of this Section 8.5, the applicable Purchaser   Indemnified Party will be entitled, at its own cost and expense, to participate with the Sellers in  the defense of any such Third-Party Claim.  In the event the Sellers do not assume the defense of  any claim for indemnification within the thirty (30) day period described in the first sentence of  this Section 8.5, or if such claim is or becomes subject to a Litigation Exception, then the Purchaser   Indemnified Party will have the right to assume the defense of such Third-Party Claim, including   the appointment and selection of counsel, and shall be indemnified pursuant to this Article 8 for   any costs incurred in such defense.  The Sellers will not be entitled to settle or consent to the entry   of any judgment with respect to any Third-Party Claim without the prior written consent of the   applicable Purchaser Indemnified Party (not to be unreasonably withheld, conditioned or delayed).          8.6   Remedies Exclusive.  The remedies set forth in this Article 8 set forth the exclusive   remedies related to this Agreement or arising from the transactions contemplated hereby, and will   preclude assertion by any Purchaser Indemnified Party of any other rights or the seeking of any  other remedies against any other Party, other than in the case of Fraud and the right of a Party to  pursue specific performance pursuant to Section 11.14.          8.7   Escrow Release.  Promptly following the date that is fifteen (15) months after the   Closing Date (the “Escrow Release Date”), the Sellers and Purchaser shall deliver joint written   instructions to the Escrow Agent to pay the Sellers from the Indemnity Escrow Account the entire   portion of the Indemnity Escrow Amount not previously released from escrow in accordance with   the Escrow Agreement on or prior to the Escrow Release Date, less the aggregate amount  reasonably necessary (as mutually determined by Purchaser and the Sellers) to satisfy all claims  (such claims, the “Outstanding Claims”), if any, made by the Purchaser Indemnified Parties prior   to the Escrow Release Date in accordance with this Article 8 and not fully resolved prior to the   Escrow Release Date (such amount of the retained Indemnity Escrow Amount, as it may be further   reduced after the Escrow Release Date by distributions to the Sellers as set forth below and by   recoveries by the Purchaser Indemnified Parties pursuant to this Agreement and the Escrow   Agreement, the “Retained Escrow Amount”), by wire transfer of immediately available funds to   an account or accounts of the Sellers designated by the Sellers to Purchaser in writing prior to the   date of such payment.  In the event and to the extent that, after the Escrow Release Date, any   Outstanding Claim made by any Purchaser Indemnified Party pursuant to this Article 8 is resolved   in favor of the Sellers, the Sellers and Purchaser shall deliver joint written instructions to the  Escrow Agent to pay the Sellers from the Indemnity Escrow Account an aggregate amount of the  Retained Escrow Amount equal to the amount of the Outstanding Claim resolved in favor of the  Sellers by wire transfer of immediately available funds to an account or accounts of the Sellers  designated by the Sellers to Purchaser in writing prior to the date of such payment; provided,   however, that any such distribution will be made only to the extent that the Retained Escrow                                           42
 Amount remaining after such distribution would be sufficient to cover the amount of Outstanding  Claims that are still unresolved at such time (as mutually determined by Purchaser and the Sellers).         8.8   Tax Treatment.  Any payment made by any Person under this Article 8 will, for  Tax purposes, be treated as an adjustment to the consideration paid under this Agreement except  as otherwise required by applicable Law.                                    ARTICLE 9                                                                          TERMINATION         9.1   Termination.  This Agreement may be terminated at any time prior to the Closing:                     (a)   by the mutual written agreement of Purchaser and the Sellers;                     (b)   by Purchaser, by written notice to the Sellers, if any of (i) the Sellers        or the Company breaches any of their representations or warranties set forth in Article 3 or        Article 4, respectively, or (ii) the Sellers or the Company fail to perform any of their        respective covenants or other agreements contained in this Agreement, which breach or        failure to perform would result in a failure of the conditions set forth in Section 7.1(a) or        Section 7.1(b) to be satisfied at or prior to the Outside Date; provided, however, that the        right of Purchaser to terminate this Agreement under this Section 9.1(b) will not be        available to Purchaser if (A) the breach or breaches causing such representations or        warranties not to be true and correct, or the failures to perform any covenant or agreement,        as applicable, are curable and are actually cured, within 20 Business Days after written        notice thereof is delivered by Purchaser to the Sellers or (B) Purchaser has breached this        Agreement so as to cause the conditions to the Closing set forth in either Section 7.2(a) or        Section 7.2(b) to not be satisfied at or prior to the Outside Date;                     (c)   by the Sellers, by written notice to Purchaser, if (i) Purchaser        breaches any of its representations or warranties set forth in Article 5 or (ii) Purchaser fails        to perform any of its covenants or other agreements contained in this Agreement, which       breach or failure to perform would result in a failure of the conditions set forth in Section        7.2(a) or Section 7.2(b) to be satisfied at or prior to the Outside Date; provided, however,        that the right of the Sellers to terminate this Agreement under this Section 9.1(c) will not        be available to the Sellers if (A) the breach or breaches causing such representations or        warranties not to be true and correct, or the failures to perform any covenant or agreement,        as applicable, are curable and are actually cured, within 20 Business Days, after written       notice thereof is delivered by the Sellers or Company to Purchaser or (B) the Sellers or the       Company has breached this Agreement so as to cause the conditions to the Closing set forth        in either Section 7.1(a) or Section 7.1(b) to not be satisfied at or prior to the Outside Date;        provided further, however, that neither a breach by Purchaser of Section 5.5 nor the failure        of Purchaser to effect the Closing when required pursuant to the terms of this Agreement        shall be curable for purposes of this Agreement;                     (d)   by either the Sellers or Purchaser, by written notice to the other, if        there is in effect any final and non-appealable Order of a Governmental Entity of competent                                          43
 jurisdiction that prohibits the consummation of the transactions contemplated by this         Agreement; provided, however, that this Agreement may not be terminated under this         Section 9.1(d) by (i) Purchaser if Purchaser has failed to comply in any respect with Section         6.6 in connection with the entry or vacation of such Order, or (ii) the Sellers if the Company         has failed to comply in any respect with Section 6.6 in connection with the entry or vacation         of such Order;                      (e)   by the Sellers, by written notice to Purchaser, at any time after June         11, 2020 (the “Outside Date”) if the Closing has not occurred by such date; provided,         however, that the right of the Sellers to terminate this Agreement under this Section 9.1(e)         will not be available to the Sellers if a material breach of any covenant or agreement made         by the Sellers or the Company in this Agreement is the proximate cause of the failure of         the Closing to have occurred by the Outside Date; provided that if Sellers or the Company         brings any Legal Proceeding pursuant to Section 11.14 to enforce specifically the         performance of the terms and provisions hereof, the Outside Date shall automatically be         extended pursuant to Section 11.14;                      (f)   by Purchaser, by written notice to the Sellers, at any time after the         Outside Date if the Closing has not occurred by such date; provided, however, that the right         of Purchaser to terminate this Agreement under this Section 9.1(f) will not be available to         Purchaser if a material breach of any covenant or agreement made by Purchaser in this         Agreement is the proximate cause of the failure of the Closing to have occurred by the         Outside Date; provided that if Purchaser brings any Legal Proceeding pursuant to Section         11.14 to enforce specifically the performance of the terms and provisions hereof, the         Outside Date shall be automatically extended pursuant to Section 11.14; and                      (g)   by the Sellers if (i) the Closing shall not have been consummated on         or before the date required by Section 2.2(a), (ii) all of the conditions to the Closing set         forth in Article 7 would be satisfied or waived at the time of such termination if the Closing         were held at the time of such termination (other than conditions that, by their nature, are to        be satisfied at the Closing) and (iii) the Sellers and the Company have given Purchaser        written notice that they are ready, willing and able to consummate the Closing on the date         required by Section 2.2 and at the time of termination.          9.2   Effect of Termination.  If this Agreement is validly terminated in accordance with   Section 9.1, then, subject to this Section 9.2, no Party will have any further obligations or liabilities   arising under or in connection with this Agreement or the other Transaction Documents after the  date of such termination and such termination will be without liability to any Party; provided,   however, that (a) such termination will not relieve a Party from any obligation or liability arising   from or relating to any Willful Breach of any covenant or agreement made by such Party in this   Agreement, and (b) the obligations of the Parties set forth in this Section 9.2 and Article 1 and   Article 11 hereof and under the Confidentiality Agreement will survive the termination of this   Agreement.  Following the Closing, in no event shall the aggregate damages or losses payable by   any party in respect of a Willful Breach exceed $450,000.                                           44
 ARTICLE 10                                                                            TAX MATTERS         10.1  Tax Returns.  Each of the Sellers and Purchaser shall reasonably cooperate in the   preparation and filing of all Tax Returns with respect to the activity of the Company for any taxable   period ending on or prior to the Closing Date, and the Sellers hereby covenant and agree to pay all  income Tax shown on such Tax Returns (except to the extent such Tax is adequately reflected in   the calculation of Net Working Capital).            10.2  Certain Taxes.  The Sellers and Purchaser shall each pay fifty (50) percent of all   transfer, documentary, sales, use, stamp, registration and similar Taxes and fees (including any   penalties and interest) attributable to the Sellers’ sale of the Company Stock to Purchaser pursuant   to this Agreement and any other Transaction Documents, and Purchaser shall, at its own expense,   file all necessary Tax Returns and other documentation with respect to all such transfer,   documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable   Law, the Sellers shall join in the execution of any such Tax Returns and other documentation.  The  foregoing shall not include the filing fees described in the last sentence of Section 6.6(a).          10.3  Cooperation on Tax Matters.  Purchaser, the Company and the Sellers shall   cooperate fully, as and to the extent reasonably requested by another party to this Agreement, in   connection with the filing of Tax Returns and any audit, litigation or other Legal Proceeding with   respect to Taxes.  Such cooperation shall include the retention and (upon the request, and at the   expense, of another party to this Agreement) the provision of records and information reasonably   relevant to any such audit, litigation, or other Legal Proceeding and making employees available   on a mutually convenient basis to provide additional information and explanation of any material   provided hereunder.  Purchaser, the Company and the Sellers agree (a) to retain all books and   records with respect to Tax matters pertinent to the Company relating to any taxable period   beginning before the Closing Date until expiration of the statute of limitations (and, to the extent   notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to   abide by all record retention agreements entered into with any taxing authority, and (b) to give the   other parties reasonable written notice prior to transferring, destroying or discarding any such   books and records and, if another party to this Agreement so requests (and at such party’s expense),   Purchaser, the Company or the Sellers, as the case may be, shall allow the other parties to take   possession of such books and records.  Purchaser and the Sellers agree, upon request, to use their   commercially reasonable efforts to obtain any certificate or other document from any   governmental body or any other Person as may be necessary to mitigate, reduce or eliminate any   Tax that could be imposed (including with respect to the transactions contemplated herein).          10.4  Section 338(h)(10) Elections.                      (a)   At Purchaser’s election, delivered to the Sellers in writing prior to         90 days following the Closing, the Sellers and Purchaser shall cooperate to jointly make        Section 338(h)(10) Elections with respect to the sale of the Company Stock in accordance         with applicable laws and under any comparable provision of state, local or foreign law for         which separate elections are permissible and as set forth herein.  Purchaser and Sellers shall         take all necessary steps to properly make Section 338(h)(10) Elections in accordance with                                          45
 applicable laws and under any comparable provision of state, local or foreign law for which   separate elections are permissible.  Purchaser and Sellers agree to cooperate in good faith   with each other in the preparation and timely filing of any Tax Returns required to be filed   in connection with the making of such elections, including the exchange of information   and the joint preparation and filing of Form 8023 and related schedules.  Purchaser and   Sellers agree to report the transfers under this Agreement consistent with such elections   and shall take no position contrary thereto unless required to do so by applicable tax law   pursuant to a determination as defined in Section 1313(a) of the Code.                (b)   Purchaser shall be responsible for the preparation and filing of all   Section 338 Forms in accordance with applicable tax laws and the terms of this Agreement   and shall deliver such Section 338 Forms to Sellers at least 30 days prior to the date such   Section 338 Forms are required to be filed.  Sellers shall execute and deliver to Purchaser   such documents or forms (including executed Section 338 Forms) as are requested and are   required by any laws in order to properly complete the Section 338 Forms at least 20 days   prior to the date such Section 338 Forms are required to be filed.  Sellers shall provide   Purchaser with such information as Purchaser reasonably requests in order to prepare the   Section 338 Forms by the later of 30 days after Purchaser’s request for such information  or 30 days prior to the date on which Purchaser is required to deliver such forms to Sellers.               (c)   The portion of the purchase price attributable to the Company, the  liabilities of the Company and other relevant items shall be allocated in accordance with  Section 338(b)(5) of the Code and the Treasury Regulations thereunder.  Purchaser shall  determine the fair market value of the assets of the Company and their Subsidiaries (the  “Valuation”) and provide such Valuation to the Sellers in writing.  Purchaser shall consider   in good faith any comments provided by the Sellers in respect of the Valuation.  All values   contained in the Valuation shall be used by each party in preparing the forms referred to in   Section 10.4(b) above and all other relevant Tax Returns.                (d)   “Section 338 Forms” means all returns, documents, statements, and   other forms that are required to be submitted to any federal, state, county or other local Tax   authority in connection with a Section 338(h)(10) Election.  Section 338 Forms shall  include, without limitation, any “statement of section 338 election” and IRS Form 8023  (together with any schedules or attachments thereto) that are required pursuant to Treas.  Regs. Section 1.338-1 or Treas. Regs. Section 1.338(h)(10)-1 or any successor provisions.               (e)   Notwithstanding any other provision of this Agreement to the  contrary, Sellers agrees that any income and gain recognized as a result of, and in  accordance with, the making of the Section 338(h)(10) Elections will be included in the  federal income tax return of the Company for the Pre-Closing Tax Period and any resulting  tax liability will be paid by Sellers, as the owners of the Company. Sellers further agrees  that it will pay and be responsible for, and will indemnify and save Purchaser and the  Company harmless from, any Taxes imposed on Purchaser and the Company by any state  or local Tax authority resulting from Purchaser’s elections to treat the purchase of the  Company Stock as asset acquisitions under the statutes of any such Tax authority (whether  or not such Tax authority provides for elections similar in nature to the Section 338(h)(10)  Election).                                    46
 (f)   “Section 338(h)(10) Election” means an election described in         Section 338(h)(10) of the Code with respect to Purchaser’s acquisition of Company Stock         pursuant to this Agreement.  Section 338(h)(10) Election shall include any corresponding         election under state or local law pursuant to which a separate election is permissible with         respect to Purchaser’s acquisition of Company Stock pursuant to this Agreement.                     (g)   Notwithstanding the foregoing, the fair market value of the Non-       Compete Agreement for purposes of the Valuation and the Section 338 Forms shall be        $1,000.00 and such tax allocation shall be solely made to the Company with no separate        allocation being made to Sellers.           10.5  Straddle Period.  The portion of Taxes of a Straddle Period that shall be treated for   purposes of Section 8.1(c) as the pre-Closing portion of any Straddle Period shall be determined   as follows:                      (a)   In the case of all Taxes measured by gross or net income, or         transaction based taxes e.g. taxes imposed as a result of specific transactions, based on a         closing of the books of the Group Companies on the Closing Date, and all such Taxes that        would be includable if the applicable Tax period ended as of the Closing Date shall be        allocated to the pre-Closing portion of the Straddle period.                     (b)   For all Taxes not included in (a), above, the portion of such Taxes        allocated to the pre-Closing portion of the Straddle Period shall be the total amount of such        Taxes multiplied by the fraction, the numerator of which is the number of days of such Tax        period prior to, and including, the Closing Date and the denominator of which is the total        number of days in such Tax period.                                     ARTICLE 11                                                                           MISCELLANEOUS          11.1  Disclosure Schedules.  All schedules referenced herein and attached hereto (each,   a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly   made a part of this Agreement as though completely set forth herein.  All references to this   Agreement herein or in any of the Disclosure Schedules will be deemed to refer to this entire   Agreement, including all Disclosure Schedules.  The Disclosure Schedules have been arranged for   purposes of convenience in separately numbered sections corresponding to the sections of this   Agreement; however, any item disclosed in any part, subpart, section or subsection of the   Disclosure Schedule referenced by a particular section or subsection in this Agreement will be   deemed to have been disclosed with respect to any other section and subsection in this Agreement   if the relevance of such disclosure to such other section or subsection is reasonably apparent on   the face of such disclosure, notwithstanding the omission of an appropriate cross-reference.  Any  item of information, matter or document disclosed or referenced in, or attached to, the Disclosure  Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse  Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b)  represent a determination that such item or matter did not arise in the Ordinary Course of Business,  (c) be deemed or interpreted to expand the scope of the Company’s, the Sellers’ or Purchaser’s                                          47
 respective representations and warranties, obligations, covenants, conditions or agreements   contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation   regarding such matter, (e) constitute, or be deemed to constitute, an admission to any third party   concerning such item or matter or (f) constitute, or be deemed to constitute, an admission or   indication by the Company, the Sellers or Purchaser that such item meets any or all of the criteria   set forth in this Agreement for inclusion in the Disclosure Schedules.  No disclosure in the   Disclosure Schedules relating to any possible breach or violation of any Contract or Law will be   construed as an admission or indication that any such breach or violation exists or has actually   occurred.  Capitalized terms used in the Disclosure Schedules and not otherwise defined therein  have the meanings given to them in this Agreement.         11.2  Press Releases and Public Announcements.  No press release or public   announcement related to this Agreement or the transactions contemplated herein shall be issued or  made by any Party without the joint approval of Purchaser and the Sellers, except such release or  announcement as required by Law, in which case Purchaser and the Sellers shall have the right to  review such press release, announcement or communication prior to issuance, distribution or   publication.  Notwithstanding the foregoing, nothing contained herein shall limit or restrict the   right of the Company, the Purchaser, the Sellers or any of their respective Affiliates in respect of   any Legal Proceeding that may arise or be commenced between the Company and the Sellers, on   the one hand, and the Purchaser or any Affiliate thereof, on the other hand.          11.3  Third-Party Beneficiaries.  Except for the D&O Indemnified Parties and their   successors and heirs (in the case of Section 6.5), which are intended and express third-party   beneficiaries of such provisions, this Agreement is for the sole benefit of the Parties and their   successors and permitted assigns and nothing herein express or implied will give or be construed   to give to any Person, other than the Parties and such successors and permitted assigns and express   third-party beneficiaries, any legal or equitable rights, remedy or claim hereunder.          11.4  Entire Agreement.  This Agreement, the other Transaction Documents and the   Disclosure Schedules constitute the entire agreement among the Parties and supersede any prior   understandings, agreements or representations by or among the Parties, written or oral, in each   case with respect to the subject matter hereof or thereof or the transactions contemplated hereby   or thereby, including any data room agreements, bid letters, term sheets, summary issues lists or   other agreements, and no Party has relied on any such understandings, agreements or   representations to the extent not expressly set forth in this Agreement or any other Transaction   Document.  No course of dealing between or among any Persons having any interest in this   Agreement will be deemed effective to modify or amend any part of this Agreement or any rights   or obligations of any Person under or by reason of this Agreement.          11.5  Succession and Assignment.  This Agreement will inure to the benefit of, and be   binding upon, the successors and assigns of the Parties.  Neither this Agreement nor any of the   rights, interests or obligations hereunder will be assignable by Purchaser, the Company or the   Sellers; provided, however, that Purchaser may freely assign this Agreement to an Affiliate, it   being understood that any such assignment shall not relieve Purchaser of its obligations hereunder.   Any assignment in violation of the preceding sentence will be void ab initio.                                           48
 11.6  Amendment and Waiver.  Any provision of this Agreement or the Disclosure   Schedules may be amended or waived only in a writing signed (a) in the case of any amendment,   by Purchaser, the Company and the Sellers, or (b) in the case of a waiver, by the Party or Parties   waiving any rights or obligations hereunder.  No waiver of any provision hereunder or any breach   or default thereof shall extend to or affect in any way any other provision or prior or subsequent   breach or default.          11.7  References.  The table of contents and the section and other headings and   subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of   reference, are not part of the agreement of the Parties, and will not in any way affect the meaning   or interpretation of this Agreement or any exhibit hereto.  All references to days (excluding  Business Days) or months will be deemed references to calendar days or months.  Unless the   context otherwise requires, any reference to a “Section,” “Exhibit,” “Annex,” “Disclosure   Schedule” or “Schedule” will be deemed to refer to a section of this Agreement, an exhibit to this   Agreement, an annex to this Agreement or a schedule to this Agreement, as applicable.  The words   “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer   to this Agreement as a whole and not to any particular provision of this Agreement.  The word   “including” or any variation thereof means “including, without limitation” and will not be   construed to limit any general statement that it follows to the specific or similar items or matters   immediately following it.  Any reference to any federal, state, local or foreign statute or law will   be deemed also to refer to all rules and regulations promulgated thereunder, unless the context   requires otherwise.  All terms defined in this Agreement will have the defined meanings when  used in any certificate or other document made or delivered pursuant hereto unless otherwise  defined therein.  The definitions contained in this Agreement are applicable to the singular as well   as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders   of such term.  With respect to the determination of any period of time, the words “from” and   “since” mean “from and including” and “since and including,” as applicable, and the words “to”   and “until” each mean “to and including.”  If the last day for the giving of any notice or the   performance of any act required or permitted under this Agreement is a day that is not a Business   Day, then the time for the giving of such notice or the performance of such action will be extended   to the next succeeding Business Day.  Any information or materials “provided to Purchaser” or   “made available” to Purchaser in respect of periods on or prior to the date hereof includes any   information or materials posted in the Company’s electronic data room hosted by Merrill   DatasiteOne and available at least one Business Day prior to the date hereof.  References in this   Agreement to a particular Law means such Law as amended, modified, supplemented or succeeded   from time to time and as of the applicable date of determination.  Any reference to “$,” “dollar”   or similar references will mean United States dollars, unless expressly stated otherwise.  “To the   extent” means the degree to which and not simply “if.”  The words “shall” and “will” shall be   construed as creating a mandatory obligation.          11.8  Construction.  The Parties have participated jointly in the negotiation and drafting   of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this   Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of   proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the   provisions of this Agreement.                                           49
 11.9  Counterparts.  This Agreement may be executed simultaneously in two or more   counterparts, each of which will be deemed an original, but all of which when taken together will  constitute one agreement.  Execution and delivery of this Agreement by exchange of electronically  transmitted counterparts bearing the signature of a Party will be equally as effective as delivery of  a manually executed counterpart of such Party.         11.10 Notices.  All notices, demands and other communications to be given or delivered   under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to   have been given (a) when personally delivered, (b) when transmitted (except if not a Business Day   then the next Business Day) via telecopy (or other facsimile device) or electronic mail to the   number or email address, as applicable, set out below (provided, that no “error” message or other   notification of non-delivery is generated), (c) the day following the day (except if not a Business   Day then the next Business Day) on which the same has been delivered prepaid to a reputable   national overnight air courier service or (d) the third Business Day following the day on which the   same is sent by certified or registered mail, postage prepaid.  Notices, demands and   communications, in each case to the respective Parties, shall be sent to the applicable address set  forth below, unless another address has been previously specified in writing by such Party:               If to Purchaser or, after the Closing, the Company, to:                      CURO Intermediate Holdings Corp.                     c/o CURO Group Holdings Corp.                     3527 North Ridge Road                     Wichita, Kansas 67025                     Attention: Vin Thomas                     Email:     vinthomas@curo.com                with a copy (which shall not constitute notice) to:                      Willkie Farr & Gallagher LLP                     787 Seventh Avenue                     New York, NY  10019                     Attention:  Neil W. Townsend; David B. Cosgrove                     Facsimile: (212) 728-8111                     Email:     ntownsend@willkie.com; dcosgrove@willkie.com                If to the Sellers or, prior to the Closing, the Company, to:                      Doug Rippel                     8425 Mystic Lakes N                     Maize, KS 67101                     Email:     drrippel@speedyinc.com                with a copy (which shall not constitute notice) to:                                           50
 Fleeson, Gooing, Coulson & Kitch, L.L.C.                     301 N. Main, Suite 1900                     Wichita, KS 67202                     Attention:  John R. Gerdes                     Facsimile: (316) 267-1754                     Email:     jgerdes@fleeson.com    Any Party may change the address to which notices, requests, demands, claims and other   communications hereunder are to be delivered by giving the other Parties notice in the manner  herein set forth.         11.11 Governing Law.  All issues and questions concerning the construction, validity,   interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be   governed by, and construed in accordance with, the Laws of the State of Delaware, without giving   effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware   or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other   than the State of Delaware.          11.12 Jurisdiction.                        (a)   Any suit, Legal Proceeding or action 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 and determined exclusively in the         Delaware Court of Chancery of the State of Delaware; provided that if the Delaware Court         of Chancery does not have jurisdiction, any such suit, Legal Proceeding or action shall be         brought exclusively in the United States District Court for the District of Delaware or any         other court of the State of Delaware, 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, Legal Proceeding or action and irrevocably waives, to the fullest extent         permitted by Law, any objection which it may now or hereafter have to the laying of the         venue of any such suit, Legal Proceeding or action in any such court or that any such suit,         Legal Proceeding or action which is brought in any such court has been brought in an         inconvenient forum.  Process in any such suit, Legal Proceeding or action 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 as provided in Section 11.10 shall be deemed effective service of process on such         Party.          11.13 Waiver of Jury Trial.  THE PARTIES TO THIS AGREEMENT EACH HEREBY   WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY   JURY OF ANY CLAIM, DEMAND, LEGAL PROCEEDING OR CAUSE OF ACTION (A)   ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR   RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT   OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH   CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN   CONTRACT, TORT, EQUITY OR OTHERWISE.  THE PARTIES TO THIS AGREEMENT   EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, LEGAL                                          51
 PROCEEDING OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY  OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT  OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.         11.14 Specific Performance.  Each of the Parties acknowledges that the rights of each  Party to consummate the transactions contemplated hereby are unique and recognizes and affirms  that in the event of a breach of this Agreement by any Party, money damages may be inadequate  and the non-breaching Party may have no adequate remedy at Law.  Accordingly, the Parties agree  that prior to a valid termination of this Agreement in accordance with this Agreement, subject to  and without limiting Section 11.14 (if applicable), such non-breaching Party shall have the right,  in addition to any other rights and remedies existing in its favor at Law or in equity, to enforce its  rights and the other Party’s obligations hereunder not only by a Legal Proceeding or Legal  Proceedings for damages but also by a Legal Proceeding or Legal Proceedings for specific  performance, injunctive and/or other equitable relief (without posting of bond or other security).   Each of the Parties agrees that it shall not oppose the granting of an injunction, specific  performance and other equitable relief when expressly available pursuant to the terms of this  Agreement, and hereby waives (x) any defenses in any Legal Proceeding for an injunction, specific  performance or other equitable relief, including the defense that the other Parties have an adequate  remedy at Law or an award of specific performance is not an appropriate remedy for any reason  at Law or equity, and (y) any requirement under Law to post a bond, undertaking or other security  as a prerequisite to obtaining equitable relief.  Notwithstanding the foregoing, in no event shall the  Sellers, the Company or any other party be entitled to specific performance requiring the Purchaser  to complete the Closing.         11.15 No Waiver; Remedies Cumulative.  Except as otherwise expressly set forth in this  Agreement, no failure or delay of any Party to exercise any right or remedy given such Party or  otherwise available to such Party or to insist upon strict compliance by any other Party with its  obligations hereunder, and no custom or practice of the Parties in variance with the terms hereof,  will constitute a waiver of any Party’s right to demand exact compliance with the terms hereof,  unless such waiver is set forth in writing and executed by the applicable Party in accordance with  the terms hereof.  Except as otherwise provided herein, any and all remedies herein expressly  conferred upon a Party shall be deemed cumulative with, and not exclusive of, any other remedy  conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one  remedy shall not preclude the exercise of any other remedy.         11.16 Severability.  Any term or provision of this Agreement that is invalid or  unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of  the remaining terms and provisions hereof or the validity or enforceability of the offending term  or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of  competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the  Parties agree that the court making the determination of invalidity or unenforceability shall have  the power to reduce the scope, duration or area of the term or provision, to delete specific words  or phrases, or to replace any invalid or unenforceable term or provision with a term or provision  that is valid and enforceable and that comes closest to expressing the intention of the invalid or  unenforceable term or provision, and this Agreement shall be enforceable as so modified after the  expiration of the time within which the judgment may be appealed.                                         52
 11.17 Expenses; Fees.  Whether or not the transactions contemplated hereby are   consummated, and except as otherwise expressly provided in this Agreement, each Party will bear  its respective fees, costs and expenses incurred in connection with the preparation, negotiation,   execution and performance of this Agreement, the other Transaction Documents and the   transactions contemplated hereby and thereby (including legal, accounting, financial advisors and   other professional fees).         11.18  Non-Recourse.  Notwithstanding any provision of this Agreement or otherwise, the   Parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries   and Affiliates that this Agreement may only be enforced against, and any Legal Proceeding, suit   or claim for breach of this Agreement may only be made against, the Parties to this Agreement,   and no Non-Recourse Party of a Party to this Agreement shall have any liability relating to this   Agreement or any of the transactions contemplated herein.          11.19 Purchaser Deliveries.  Purchaser agrees and acknowledges that all documents or   other items delivered or made available to the Purchaser’s Representatives shall be deemed to be  delivered or made available, as the case may be, to Purchaser for all purposes hereunder.          11.20 Delivery by Facsimile or Email.  This Agreement and any signed agreement entered   into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the   extent signed and delivered by means of a facsimile machine or scanned pages via electronic mail,  shall be treated in all manner and respects as an original contract and shall be considered to have  the same binding legal effects as if it were the original signed version thereof delivered in person.    At the request of any Party hereto or to any such contract, each other Party hereto or thereto shall   re-execute original forms thereof and deliver them to all other Parties.  No Party hereto or to any   such contract shall raise the use of a facsimile machine or email to deliver a signature or the fact   that any signature or contract was transmitted or communicated through the use of facsimile   machine or email as a defense to the formation of a contract and each such Party forever waives   any such defense.  This Agreement is not binding unless and until signature pages are executed   and delivered by each of the Company, Purchaser, and the Sellers.          11.21 Release.  Effective as of the Closing, each of the Sellers, and their respective   Affiliates, successors and assigns, hereby fully and unconditionally releases, acquits and forever  discharges the current and former managers and directors of the Company, and their respective   and their respective Affiliates’ former, current and future equityholders, controlling persons,   directors, officers, employees, agents, Representatives, Affiliates, members, managers, general or   limited partners, or assignees (or any former, current or future equityholder, controlling person,   director, officer, employee, agent, Representative, Affiliate, member, manager, general or limited   partner, or assignee of any of the foregoing) from any and all manner of actions, causes of actions,   claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether   known or unknown, whether at Law or in equity, arising out of or relating to or accruing from their   relationship with, or ownership of, the Company prior to the Closing.           11.22 Further Assurances.  From and after the Closing, from time to time, as and when   requested by any Party and at such Party’s expense, any other Party will execute and deliver, or   cause to be executed and delivered, all such documents and instruments and will take, or cause to                                           53
 be taken, all such further or other actions as such requesting party may reasonably deem necessary  or desirable to evidence and effectuate the transactions contemplated by this Agreement.                                                        *      *      *      *                                          54
 
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                                                                                         Schedule 4.3(c)                                               1. Lease, dated as of January 27, 2012, by and between Kansas Business Condos, LLC and Ad Astra        Recovery Services, Inc., as amended on August 31, 2015 and November 5, 2018.                                                                                     61
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                        Schedule 4.4(a)    The Company has 300 issued and outstanding shares of common stock, with no par value, which is held  by the Sellers as follows: Doug Rippel, 100 shares; Mike McKnight, 100 shares; and Chad Faulkner, 100  shares.                                          ‐ 2 ‐                                           62
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                        Schedule 4.5(a)  The Company Financial Statements are attached and consist of the unaudited balance sheets and  unaudited income statements for the periods ending 12/31/17, 12/31/18 and 10/31/19.                                           ‐ 3 ‐                                           63
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                     Schedule 4.8(b)  Lessor     Leased Real Property   Kansas Business Condos, LLC  7330 West 33rd St. North Wichita, KS 67205, Units 114,                              116, 118 & 120                                                                                ‐ 4 ‐                                        64
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                        Schedule 4.9(a)  None.                                                              ‐ 5 ‐                                                              65
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                        Schedule 4.10(a)   (i)  None.  (ii)     1. Education Funding Agreement, dated as of July 22, 2019, by and between Adam Trimble and the       Company.  (iii)  None.  (iv)             Vendor                               Written Agreement                                Limited Services Agreement, Dated 4/17/2007, Ad Astra Recovery                               Services, Inc. and Tiger Financial Management, Amendment dated                               5/11/2016; Addendum dated 6/28/2017                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Galt Ventures, LLC. and Ad Astra Recovery Service, Inc., as                               amended on  March 20, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Advance Group, Inc. and Ad Astra Recovery Service, Inc., as                               amended on January 1, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between FMMR Investments, Inc. and Ad Astra Recovery Service,                               Inc., as amended on January 1, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Principal Investments, Inc. and Ad Astra Recovery Service,                               Inc., as amended on January 1, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between A Speedy Cash Car Title Loans, LLC. and Ad Astra Recovery                               Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Attain Finance AZ and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Attain Finance LLC and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Cash Colorado and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and   Curo Financial Technologies between Concord Finance and Ad Astra Recovery Service, Inc.                                          ‐ 6 ‐                                             66
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                   Collection Agency Agreement, dated as of November 25, 2014, by and                               between Evergreen Financial and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between SCIL Inc. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between SCIL, LLC. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Speedy Cash and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Speedy Cash Illinois Inc. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between The Money Store and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Todd Car Title, Inc. and Ad Astra Recovery Service, Inc.                                Letter of Engagement, dated 10/23/2017, Ad Astra Recovery Services,   BlankRome                   Inc. and Scott Wortman    J. Vance Anderson P.L.C      Verbal, Firm Reformed, New Contract Pending                                Collection Engagement Agreement, Dated 9/19/2008, Ad Astra                               Recovery Services, Inc. and Kahrs Law Offices, P.A.; Collection                               Engagement Agreement, Dated 6/16/2008, Ad Astra Recovery                               Services, Inc. and Kahrs Law Offices, P.A.                               Addendum to Collection Engagement Agreement, Dated 7/9/2009, Ad   Kahrs Law Offices, P.A.     Astra Recovery Services, Inc. and Kahrs Law Offices, P.A.    Kravitz, Schnitzer, Sloane & Attorney Fee Agreement, Dated 1/05/2012, Ad Astra Recovery   Johnson                     Services, Inc. and Kravitz, Schnitzer, Sloane & Johnson                                Attorney Retainer Agreement, Dated 10/14/2015, Ad Astra Recovery   Law Offices of James A. West Services, Inc. and West Law Group, PLLC.                                 Collection Agreement, Dated 7/3/2019, Ad Astra Recovery Services,   Law Offices of Nicole C. Hillman Inc. and Nicole C. Hillman d/b/a/ Law Office of Nicole C. Hillman                                Collection Agreement, Dated 05/22/2019, Ad Astra Recovery   Mark A. Leachman, P.C.      Services, Inc. and Mark A. Leachman, P.C.                                Representation Agreement, Dated 3/28/2016, Ad Astra Recovery   Markoff Law LLC             Services, Inc. and Markoff Law, LLC.                                 Collection Engagement Letter, Dated 6/16/2008, Ad Astra Recovery   Matthew Callister & Reynolds Services, Inc. and Callister & Reynolds.                                            ‐ 7 ‐                                             67
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                   Collection Agreement, Dated 9/12/2017, Ad Astra Recovery Services,                               Inc. and Olympus Law Firm                                Amendment to Utah Contract, Dated 1/10/2018, Ad Astra Recovery   Olympus Law                 Services, Inc. and Olympus Law Firm                                Collection Agreement, Dated 09/05/2018, Ad Astra Recovery   Thrash and Thrash           Services, Inc. and Thrash & Thrash, PLLC    (v)  None.   (vi)  None.   (vii)  None.   (viii)  None.   (ix)             Vendor                               Written Agreement                               BillingTree Agreement, Discount Addendum, dated 10/1/2018, Ad                               Astra Recovery Services, Inc. and Electronic Payment Providers, Inc.   Billing Tree                dba BillingTree    Equifax                     Universal Membership Agreement, Dated 4/1/2019, Ad Astra   The Work Number             Recovery Services, Inc. and Talx Corporation                                General Contract for Services, Dated 2/5/16, Ad Astra Recovery   High Cotton                 Services, Inc. and High Cotton USA, Inc.                                Service Agreement, Dated 05/25/2018, Ad Astra Recovery Services,   Broadband Dynamics          Inc. and Broadband Dynamics, LLC.                                 Limited Services Agreement, Dated 4/17/2007, Ad Astra Recovery                               Services, Inc. and Tiger Financial Management, Amendment dated                               5/11/2016; Addendum dated 6/28/2017                               Collection Agency Agreement, Dated 11/25/2014, Ad Astra Recovery                               Services, Inc. and Advance Group, Inc., Todd Car Title, Inc., Galt   Curo Financial Technologies Ventures, LLC.; Addendums Dated 3/20/2018                               Letter of Engagement, dated 10/23/2017, Ad Astra Recovery Services,   BlankRome                   Inc. and Scott Wortman    J. Vance Anderson P.L.C      Verbal, Firm Reformed, New Contract Pending                                           ‐ 8 ‐                                             68
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                  Collection Engagement Agreement, Dated 9/19/2008, Ad Astra                               Recovery Services, Inc. and Kahrs Law Offices, P.A.                               Addendum to Collection Engagement Agreement, Dated 7/9/2009, Ad   Kahrs Law Offices, P.A.     Astra Recovery Services, Inc. and Kahrs Law Offices, P.A.    Kravitz, Schnitzer, Sloane & Attorney Fee Agreement, Dated 1/05/2012, Ad Astra Recovery   Johnson                     Services, Inc. and Kravitz, Schnitzer, Sloane & Johnson                                Attorney Retainer Agreement, Dated 10/14/2015, Ad Astra Recovery   Law Offices of James A. West Services, Inc. and West Law Group, PLLC.                                 Collection Agreement, Dated 7/3/2019, Ad Astra Recovery Services,   Law Offices of Nicole C. Hillman Inc. and Nicole C. Hillman d/b/a/ Law Office of Nicole C. Hillman                                Collection Agreement, Dated 05/22/2019, Ad Astra Recovery   Mark A. Leachman, P.C.      Services, Inc. and Mark A. Leachman, P.C.                                Representation Agreement, Dated 3/28/2016, Ad Astra Recovery   Markoff Law LLC             Services, Inc. and Markoff Law, LLC.                                 Collection Agreement, Dated 9/12/2017, Ad Astra Recovery Services,                               Inc. and Olympus Law Firm                                Amendment to Utah Contract, Dated 1/10/2018, Ad Astra Recovery   Olympus Law                 Services, Inc. and Olympus Law Firm                                Collection Agreement, Dated 09/05/2018, Ad Astra Recovery   Thrash and Thrash           Services, Inc. and Thrash & Thrash, PLLC                                Moss & Barnett Hourly Retainer Agreement, Dated 1/26/2016, Ad                               Astra Recovery Services, Inc. and Moss & Barnett                               Confidentiality and Non-Disclosure Agreement, Dated 1/14/2013, Ad   Moss & Barnett              Astra Recovery Services, Inc. and Moss & Barnett, PA     (x)                                Limited Services Agreement, Dated 4/17/2007, Ad Astra Recovery                               Services, Inc. and Tiger Financial Management, Amendment dated                               5/11/2016; Addendum dated 6/28/2017                                                              Collection Agency Agreement, dated as of November 25, 2014, by and                               between Galt Ventures, LLC. and Ad Astra Recovery Service, Inc., as                               amended on  March 20, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Advance Group, Inc. and Ad Astra Recovery Service, Inc., as   Curo Financial Technologies amended on January 1, 2018.                                            ‐ 9 ‐                                             69
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                   Collection Agency Agreement, dated as of November 25, 2014, by and                               between FMMR Investments, Inc. and Ad Astra Recovery Service,                               Inc., as amended on January 1, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Principal Investments, Inc. and Ad Astra Recovery Service,                               Inc., as amended on January 1, 2018.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between A Speedy Cash Car Title Loans, LLC. and Ad Astra Recovery                               Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Attain Finance AZ and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Attain Finance LLC and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Cash Colorado and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Concord Finance and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Evergreen Financial and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between SCIL Inc. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between SCIL, LLC. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Speedy Cash and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Speedy Cash Illinois Inc. and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between The Money Store and Ad Astra Recovery Service, Inc.                                Collection Agency Agreement, dated as of November 25, 2014, by and                               between Todd Car Title, Inc. and Ad Astra Recovery Service, Inc.                                                               Letter of Engagement, dated 10/23/2017, Ad Astra Recovery Services,   BlankRome                   Inc. and Scott Wortman    J. Vance Anderson P.L.C      Verbal, Firm Reformed, New Contract Pending                                           ‐ 10 ‐                                             70
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                  Collection Engagement Agreement, Dated 9/19/2008, Ad Astra                               Recovery Services, Inc. and Kahrs Law Offices, P.A.                               Addendum to Collection Engagement Agreement, Dated 7/9/2009, Ad   Kahrs Law Offices, P.A.     Astra Recovery Services, Inc. and Kahrs Law Offices, P.A.    Kravitz, Schnitzer, Sloane & Attorney Fee Agreement, Dated 1/05/2012, Ad Astra Recovery   Johnson                     Services, Inc. and Kravitz, Schnitzer, Sloane & Johnson                                Attorney Retainer Agreement, Dated 10/14/2015, Ad Astra Recovery   Law Offices of James A. West Services, Inc. and West Law Group, PLLC.                                 Collection Agreement, Dated 7/3/2019, Ad Astra Recovery Services,   Law Offices of Nicole C. Hillman Inc. and Nicole C. Hillman d/b/a/ Law Office of Nicole C. Hillman                                Collection Agreement, Dated 05/22/2019, Ad Astra Recovery   Mark A. Leachman, P.C.      Services, Inc. and Mark A. Leachman, P.C.                                Representation Agreement, Dated 3/28/2016, Ad Astra Recovery   Markoff Law LLC             Services, Inc. and Markoff Law, LLC.                                 Collection Engagement Letter, Dated 6/16/2008, Ad Astra Recovery   Matthew Callister & Reynolds Services, Inc. and Callister & Reynolds.                                 Collection Agreement, Dated 9/12/2017, Ad Astra Recovery Services,                               Inc. and Olympus Law Firm                                Amendment to Utah Contract, Dated 1/10/2018, Ad Astra Recovery   Olympus Law                 Services, Inc. and Olympus Law Firm                                Collection Agreement, Dated 09/05/2018, Ad Astra Recovery   Thrash and Thrash           Services, Inc. and Thrash & Thrash, PLLC                                Moss & Barnett Hourly Retainer Agreement, Dated 1/26/2016, Ad                               Astra Recovery Services, Inc. and Moss & Barnett                               Confidentiality and Non-Disclosure Agreement, Dated 1/14/2013, Ad   Moss & Barnett              Astra Recovery Services, Inc. and Moss & Barnett, PA     (xi)             Vendor                               Written Agreement                               Master Services Agreement, Dated 1/8/2018, Ad Astra Recovery   CBCInnovis                  Services, Inc. and CBCInnovis                                e-Oscar System Batch Interface Agreement, Dated 3/24/2015, Ad   eOscar                      Astra Recovery Services, Inc. and On-Line Data Exchange, LLC.                                Standard Terms and Conditions and Consumer Services Schedule,                               Dated 3/16/2007, Ad Astra Recovery Services, Inc. and Experian   Experian                    Information Solutions                                           ‐ 11 ‐                                             71
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra      Koch Siedhoff Hand & Dunn, LLP  Verbal, Annual Engagement                                 Bankruptcy Services Agreement, Dated 01/10/2013, Ad Astra   LCI                         Recovery Services and Lundquist Consulting, Inc.                                LN FCRA Application & Agreement, Dated 1/03/2014, Ad Astra   LexisNexis Accurint         Recovery Services, Inc. and LexisNexis Risk Solutions Bureau LLC    Noble Systems Corporation   Curo holds this contract on behalf of Ad Astra                                RNN Group Agreement, Dated 05/04/2016, Ad Astra Recovery   RNN Group                   Services, Inc. and Rnn Group, Inc.                                 TransUnion Master Agreement For Consumer Reporting and Ancillary                               Services. Dated 3/19/2007, Ad Astra Recovery Services, Inc. and                               TransUnion, LLC.                                Pricing Supplement, Dated 7/1/2018, Ad Astra Recovery Services, Inc.   Transunion                  and TransUnion Risk and Alternative Data Solutions, Inc.                                 WebRecon LLC Service Agreement: The Litigant Exchange, Dated   WebRecon                    08/12/2016, Ad Astra Recovery Services, Inc. and WebRecon, LLC                                Corporate Authorization Resolution, Dated 1/30/2019, Ad Astra   Intrust Bank                Recovery Services, Inc. and Instrust Bank N.A.                                Master Services Agreement, Dated 7/13/2017, Ad Astra Recovery                               Services, Inc. and Navex Global                               Order Form, Dated 2/8/2019, Ad Astra Recovery Services, Inc. and   Navex/PolicyTech            Navex Global                                Equipment Lease Agreement, Dated 1/29/2019, Ad Astra Recovery   Belt Leasing, LLC           Services, Inc. and Belt Leasing, LLC.                                 Education Funding Agreement, Dated 7/22/2019, Ad Astra Recovery   Adam Trimble Tuition Agreement Services, Inc. and Adam Trimble                                Software Licence, Dated 8/19/2019, Ad Astra Recovery Services and   QM                          QM Multivalue Database                                               ‐ 12 ‐                                             72
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                    Schedule 4.11(a)                                         Domain name registered to:  Ad Astra Recovery Services, Inc.; https://www.adastrarecoveryservicesinc.com/                                        ‐ 13 ‐                                        73
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                     Schedule 4.12  Pending Legal Proceedings   Caption                   Court                         Docket/Case #    Ad Astra Recovery Services, District of Kansas- Wichita, District 6:18-cv-01145-  Inc.                      Court                         JWB-KGS   vs.    John Clifford Heath, Esq.; John   C. Heath, Attorney at Law,   PLLC d/b/a Lexington Law   Firm; Progrexion Holdings, Inc.   d/b/a "Progrexion;" Progrexion   Teleservices, Inc.  d/b/a   "Progrexion;" Kevin Jones,   Esq.; Adam C. Fullman, Esq.;   Lexington  Consumer   Advocacy, Inc.; and XYZ   Corps. 1-20; John Does 1-20   Jessie J. Taylor          Northern District of Illinois, Eastern 1:19-cv-05011   vs.                       Division   Ad Astra Recovery Services,   Inc.   Renee Otto                Eastern District of Louisiana, District 2:19-cv-12816   vs.                       Court   Ad Astra Recovery Services,   Inc.    Tananda Powell            Jackson County, Missouri Circuit 1916-CV02581   vs.                       Court   Ad Astra Recovery Services,   Inc.    Matthew Nelson            State of Nevada, District Court  2:19-cv-01755   v.    Ad Astra Recovery Services,   Inc., Experian Information   Services, Inc. Transunion, LLC,   and Equifax, Inc.    Sabino Hernandez          Central Court of California   AAA-01-19-0002-  v.                                                      7196   Ad Astra Recovery Services,   Inc.                                       ‐ 14 ‐                                        74
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra       Michael Nunn              San Joaquin County- Superior Court   STK-CV-SC-2019-  vs.                                                     14340   Ad Astra Recovery Services,   Inc.                                                       Hirsh v Ad Astra Recovery Kansas Human Rights Commission  N/A- FILED   Services, Inc.                                          9/3/2019   Madeline Young            Houston, Texas                N/A-American   v.                                                      Arbitration   Ad Astra Recovery Services,                             Association-  Inc.                                                    Demand Filed    Sarah E Neese             Eastern District of Texas, Sherman 4:19-cv-00842   v.                        Division   Ad Astra Recovery Services,   Inc.    Brittany Williams, individually Eastern District of Virginia, 3:19cv858   and on behalf of all others Richmond Division   similarly situated   v.   Ad Astra Recovery Services,   Inc., and John Does 1-25    Complaints  File Open Date  File Type    File    File Name                               State  11/22/19       BBB Complaint  CA     Jeannie Moews  11/20/19       CFPB          TX      Kenan White                 Complaint   11/22/19       CFPB          CA      Janina Chatman                 Complaint  11/25/19       CFPB          TX      Stevquesha Burts                 Complaint  11/25/19       CFPB          TX      Gary Willis                 Complaint  11/25/19       CFPB          AZ      Werner Scroedl                 Complaint                                       ‐ 15 ‐                                        75
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                          Schedule 4.13(a)                                                          Employee   Benefit                                  Provider      Group        Provisions   Fully Insured Health and Dental          Blue Cross    All          Must enroll   Insurance                                Blue Shield   Basic Life Insurance                     Sun Life      All          Amount of insurance:                                                                        Managers (Aaron                                                                       Scott Anthony, Tracy                                                                       Bengtson, Sarah                                                                       Kruger and                                                                       Christopher Sanchez)                                                                       are 2x annual wage up                                                                       to a maximum of                                                                       $250,000, all other                                                                       employees are                                                                       $25,000   Employee Assistance Program              New           All          N/A   Agreement, dated November 1, 2018, by    Directions   and between New Directions Behavioral    Behavioral   Health L.L.C. and the Company            Health    The following incentive compensation arrangements.  Each incentive compensation arrangement may be  terminated by the Company without prior notice to or consent of the participants and without further  liability.  Any earned but unpaid incentive compensation amounts that relate to any period prior to the  Closing (including the employer portion of any payroll, social security, unemployment or other employer  Taxes associated therewith) shall be treated as Indebtedness to the extent not included as a Liability in the  calculation of Net Working Capital.    Department           Bonus Guidelines               Employee Group       Distribution   Collections          The bonus tracks and figures in PTP Recovery Specialists  Monthly                        arrangements, hours worked, number                        of calls made, and dialer statistics.                        Final bonus is determined from                        payments and adherence to                        compliance standards. 1.70% of                        payments with $5,000 monthly                        minimum and $40/hour minimum.                        Rank bonuses include, $200 for                        highest dollars/hour, $100 for 2nd                        highest dollars/hour, $50 for 3rd for                        highest dollars/hour, must have                        worked 90% of scheduled hours.   Collections          $1,000 per month subject to    Collection Manager   Monthly                        percentage decreases based on                        achieving collection revenue goals.   Collections          Tiered based on top ranking team by Collection Supervisor  Monthly                        revenue derived from team and                        adjusted based on compliance and                                               ‐ 16 ‐                                                76
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra       Department           Bonus Guidelines               Employee Group       Distribution                        performance standard. Ranked from                        $1,200 to $800.   Legal Referral       Legal Referral Department bonus, is Legal Coordinator  Monthly                        broken into two categories; Pre-                       Legal Coordinators receive bonuses                        based on the quantity of successful                        referrals of litigation suits by                        obtaining valid contact information,                        $.75 per valid referral. Post-Legal                        Coordinators receive monthly                        bonuses based on quota of accounts                        worked and the percentage of funds                        recovered, 1.9% of recovery derived                        from employee.   Legal Referral       Legal Supervisor Bonus is .00156% Legal             Monthly                        of principal balance recovery on Supervisor/Manager                        legal accounts.   Support              Based on percentage of revenue Support Supervisor   Monthly                        generated from consolidation                        companies, 1.75% of recovery                        derived directly from employee.   Support              Support Specialists assist the Support Specialists  Monthly                        Supervisor in CCCS negotiations and                        email distributions. Any successful                        collection as a result yields $0.75                        bonus per account when directly                        derived from an employee.   Support              The Administrative Assistant assists Administrative Monthly                        the Supervisor in CCCS coordination Assistant                        by reviewing old POAs and                        redistributing the accounts to the                        proper department. Any successful                        CCS collection as a result yields                        $0.25 bonus per account when                        directly derived from the employee.   Support              Annual Bonus determined by     Operations Manager   Annual                        performance goals described in                        annual review. Ranging from $5-                       $15,000   IT                   Annual Christmas at discretion of IT Manager        Annual                        President based on annual                        performance/project completion   Executive            Set by Board of Directors each President and General Annual                        calendar year, ranging from $0- Manager                        $30,000                                               ‐ 17 ‐                                                77
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra      Department                  Bonus Guidelines                                  Employee Group    Distribution                             The bonus tracks and figures in PTP arrangements,                              hours worked, number of calls made, and dialer                              statistics. Final bonus is determined from payments and                              adherence to compliance standards. 1.70% of payments                              with 5,000k monthly minimum and $40/hr minimum.                              Rank bonuses include, $200 for highest dollars/hour,                              $100 for 2nd highest dollars/hour, $50 for 3rd for highest                              dollars/hour, must have worked 90% of scheduled   Recovery  Collections                 hours.                                            Specialists       Monthly                             $1,000 per month subject to percentage decreases based  Collections                 on achieving collection revenue goals.            Collection Manager Monthly                             Tiered based on top ranking team by revenue derived                              from team and adjusted bassed on compliance and   Collection  Collections                 performace standard. Ranked from $1,200 to $800.  Supervisor        Monthly                             Legal Referral Department bonus, is broken into two                              categories; Pre-Legal Coordinators receive  bonuses                              based on the quantity of successful referrals of litigation                              suits by obtaining valid contact information, $ .75 per                              valid referral. Post-Legal Coordinators receive monthly                              bonuses based on quota of accounts worked and the                              percentage of funds recovered, 1.9% of recovery  Legal Referral              derived from employee.                            Legal Coordinator Monthly                              Legal Supervisor Bonus is .00156 of principal balance Legal  Legal Referral              recovery on legal accounts.                       Supervisor/Manager Monthly                             Based on percentage of revenue generated from                              consolidation companies, 1.75% of recovery derived  Support                     directly from employee.                           Support Supervisor Monthly                             Support Specialists assist the Supervisor in CCCS                              negotiations and email distributions. Any successful                              collection as a result yields $0.75 bonus per account  Support                     when directly derived from an employee.           Support Specialists Monthly                             The Administrative Assistant assists the Supervisor in                              CCCS coordination by reviewing old POAs and                              redistributing the accounts to the proper department.                              Any successful CCCS collection as a result  yields $0.25                              bonus per account when directly derived from the  Administrative  Support                     employee.                                         Assistant         Monthly                             Annual Bonus determined by performance goals  Support                     described in annual review. Ranging from $5-$15,000 Operations Manager Annual                             Annual Christmas Bonus at discretion of President based  IT                          on annual performance/project completion.         IT Manager        Annual                             Set by Board of Directors each calendar year, ranging  Executive                   from $0-$30,000                                   President         Annual                                                              ‐ 18 ‐                                                      78
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                Schedule 4.13(f)    (i)  The Company shall make a payment to Tracy Bengtson in connection with the Closing, payable in full by the  Company at or prior to the Closing.  Such payment (including the employer portion of any payroll, social security,  unemployment or other employer Taxes associated therewith) will be treated as Transaction Expenses.  (ii)  None.  (iii)  None.  (iv)  None.                                                       ‐ 19 ‐                                                79
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                                 Schedule 4.15(a)                                                                                    Title            Hire    Location  Exem    Classificati Work     Eligibili Hourly       Bonus              Name           H/S                             Date                pt       on        Status     ty to    Rate       Category                                                                             work in   (Unless                                                                               US     Specified                                                                                      as Other)     Administrative Assistant  1/12/201 Wichita, N     Employee    Full Time    Y       13.50    Administrative  Velazquez, Norma E    H                               7        KS                                                         Assistant    Compliance Specialist - AA  3/25/201 Wichita, N    Employee    Full Time    Y       23.50        N/A             Cyr, Jessica      H                               9        KS    Compliance Specialist - AA  9/3/2013  Wichita, N   Employee    Full Time    Y       15.00        N/A            Dudley, Penny      H                                        KS    Compliance Specialist - AA  8/2/2011  Wichita, N   Employee    Full Time    Y       14.18        N/A         Medlam, Kala Dawn     H                                        KS     Legal Coordination Sup - 5/10/201 Wichita,  N     Employee    Full Time    Y       16.96       Legal       Ascencio-Koehn, Jessica  H             AA                8        KS                                                      Supervisor/Man                                                                                                    ager     Legal Coordinator - AA  1/7/2019  Wichita,  N     Employee    Full Time    Y       11.00       Legal        Bobo, LaTosha Marie   H                                        KS                                                        Coordinator     Legal Coordinator - AA  10/28/20 Wichita,   N     Employee    Full Time    Y       12.00       Legal       Chrisman, Kellie Diane  H                              19        KS                                                        Coordinator     Legal Coordinator - AA  2/10/201 Wichita,   N     Employee    Full Time    Y       12.98       Legal           Clyde, Cristen     H                               6        KS                                                        Coordinator     Legal Coordinator - AA  12/6/201 Wichita,   N     Employee    Full Time    Y       13.34       Legal           Lopez, Tania       H                               6        KS                                                        Coordinator     Legal Coordinator - AA  5/11/201 Wichita,   N     Employee    Full Time    Y       15.75       Legal           Noyes, Nicole      H                               1        KS                                                        Coordinator     Legal Coordinator - AA  8/3/2015  Wichita,  N     Employee    Full Time    Y       13.73       Legal         Robertson, Amber     H                                        KS                                                        Coordinator     Legal Coordinator - AA  6/19/201 Wichita,   N     Employee    Full Time    Y       12.00       Legal         Wheeler, Rondalyn    H                               9        KS                                                        Coordinator         Nichole     Recovery Specialist - AA  1/11/201 Wichita, N     Employee    Full Time  Y-EAD     10.50      Recovery    Aguilera Carrillo, Valeria  H                               8        KS                                                        Specialists      Recovery Specialist - AA  1/6/2016  Wichita, N    Employee    Full Time    Y       11.00      Recovery      Anaya, Jose Enrique   H                                        KS                                                        Specialists      Recovery Specialist - AA  6/1/2018  Wichita, N    Employee    Full Time  Y-EAD     11.00      Recovery    Arellano-Parga, Monserrat  H                                        KS                                                        Specialists      Recovery Specialist - AA  6/22/201 Wichita, N     Employee    Full Time  Y-EAD     12.50      Recovery        Arteaga, Maria D    H                               5        KS                                                        Specialists                                                                      ‐ 20 ‐                                                                       80
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra        Recovery Specialist - AA  6/1/2016  Wichita, N    Employee    Full Time    Y       11.00      Recovery         Avila, Jennifer    H                                        KS                                                        Specialists      Recovery Specialist - AA  4/8/2019  Wichita, N    Employee    Full Time    Y       11.00      Recovery     Bishop Walker, Francelia  H                                        KS                                                        Specialists      Recovery Specialist - AA  1/6/2014  Wichita, N    Employee    Full Time  Y-EAD     11.88      Recovery     Cardenas Salazar, Rosa  H                                        KS                                                        Specialists      Recovery Specialist - AA  11/6/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery     Cervantes, Yadira Diaz  H                               9        KS                                                        Specialists      Recovery Specialist - AA  10/9/201 Wichita, N     Employee    Full Time  Y-EAD     11.64      Recovery    Crespo Fernandez, Carla N  H                               3        KS                                                        Specialists      Recovery Specialist - AA  9/13/201 Wichita, N     Employee    Full Time  Y-EAD     10.50      Recovery      Cruz Jimenez, Jose E  H                               7        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery      Davis, Isaac De Won   H                               9        KS                                                        Specialists      Recovery Specialist - AA  1/6/2016  Wichita, N    Employee    Full Time  Y-EAD     11.52      Recovery    Espinal Hernandez, Marco  H                                        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery        Flores, Anayeli     H                               9        KS                                                        Specialists      Recovery Specialist - AA  1/28/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery    Fuentes, Dominique Kiana  H                               9        KS                                                        Specialists      Recovery Specialist - AA  12/3/201 Wichita, N     Employee    Full Time    Y       10.50      Recovery        Garcia, Victoria    H                               8        KS                                                        Specialists      Recovery Specialist - AA  9/7/2016  Wichita, N    Employee    Full Time    Y       11.93      Recovery       Guerra, Cassondra    H                                        KS                                                        Specialists         Michelle     Recovery Specialist - AA  4/3/2018  Wichita, N    Employee    Full Time    Y       10.50      Recovery     Hannon, Vanessa Anne   H                                        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery    Hernandez, Chello Raquel  H                               9        KS                                                        Specialists      Recovery Specialist - AA  4/8/2019  Wichita, N    Employee    Full Time    Y       11.00      Recovery      Herron, Derrick John  H                                        KS                                                        Specialists      Recovery Specialist - AA  10/16/20 Wichita, N     Employee    Full Time    Y       15.73      Recovery        Hoelker, Sandra     H                              07        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery       Jackson, Promise S   H                               9        KS                                                        Specialists      Recovery Specialist - AA  6/10/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery         Kinder, Janelli    H                               9        KS                                                        Specialists      Recovery Specialist - AA  7/5/2018  Wichita, N    Employee    Full Time    Y       10.50      Recovery         Loya, Jasmin       H                                        KS                                                        Specialists      Recovery Specialist - AA  9/13/201 Wichita, N     Employee    Full Time  Y-EAD     11.08      Recovery       Lozano, Alejandra    H                               7        KS                                                        Specialists      Recovery Specialist - AA  1/11/201 Wichita, N     Employee    Full Time    Y       10.50      Recovery        Lujano, Stephany    H                               7        KS                                                        Specialists                                                                      ‐ 21 ‐                                                                       81
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra        Recovery Specialist - AA  10/8/201 Wichita, N     Employee    Full Time  Y-EAD     10.50      Recovery        Martinez, Edna J    H                               8        KS                                                        Specialists      Recovery Specialist - AA  6/10/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery        Martinez, Emely     H                               9        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery     Martinez, Marriessa Eve H                               9        KS                                                        Specialists         Arianna     Recovery Specialist - AA  4/3/2018  Wichita, N    Employee    Full Time    Y       10.50      Recovery      Martinez-Hernandez,   H                                        KS                                                        Specialists          Keano     Recovery Specialist - AA  10/5/201 Wichita, N     Employee    Full Time    Y       12.50      Recovery     Meaders, Meagan Nicole  H                               5        KS                                                        Specialists      Recovery Specialist - AA  6/10/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery    Mitchell, Mazine Cornetta  H                               9        KS                                                        Specialists      Recovery Specialist - AA  1/28/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery     Moreno, Nathan Daniel  H                               9        KS                                                        Specialists      Recovery Specialist - AA  4/6/2015  Wichita, N    Employee    Full Time    Y       11.00      Recovery        Pena, Jonathan S    H                                        KS                                                        Specialists      Recovery Specialist - AA  9/13/201 Wichita, N     Employee    Full Time    Y       10.00      Recovery        Perez, Ilyanne A    H                               7        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery       Saucedo, Francisco   H                               9        KS                                                        Specialists        Guillermo     Recovery Specialist - AA  4/3/2018  Wichita, N    Employee    Full Time    Y       10.50      Recovery    Stewart, Brittany Monique  H                                        KS                                                        Specialists      Recovery Specialist - AA  11/4/201 Wichita, N     Employee    Full Time    Y       13.50      Recovery         Stiles, Cortney    H                               9        KS                                                        Specialists      Recovery Specialist - AA  5/29/201 Wichita, N     Employee    Full Time    Y       12.59      Recovery         Tackett, Linh      H                               3        KS                                                        Specialists      Recovery Specialist - AA  9/7/2016  Wichita, N    Employee    Full Time    Y       11.63      Recovery    Thompson, Dulce Celeste  H                                        KS                                                        Specialists      Recovery Specialist - AA  12/7/201 Wichita, N     Employee    Full Time    Y       10.92      Recovery    Thompson, Samuel Logan  H                               6        KS                                                        Specialists      Recovery Specialist - AA  1/28/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery        Valdez, Maritza     H                               9        KS                                                        Specialists      Recovery Specialist - AA  1/28/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery       Valenzuela, Dalia    H                               9        KS                                                        Specialists      Recovery Specialist - AA  10/8/201 Wichita, N     Employee    Full Time    Y       10.50      Recovery      Villarreal, Itzell Karen  H                               8        KS                                                        Specialists      Recovery Specialist - AA  8/26/201 Wichita, N     Employee    Full Time    Y       11.00      Recovery    Washington, Alexus Dione  H                               9        KS                                                        Specialists      Recovery Specialist - AA  12/7/201 Wichita, N     Employee    Full Time    Y       10.92      Recovery        Willett, Krystal    H                               9        KS                                                        Specialists      Recovery Specialist - AA  7/5/2018  Wichita, N    Employee    Full Time    Y       10.50      Recovery         Zuniga, Alexis     H                                        KS                                                        Specialists                                                                      ‐ 22 ‐                                                                       82
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra       Recovery Supervisor - AA  12/17/20 Wichita,  N     Employee    Full Time    Y       14.77      Recovery         Moon, Mariah       H                              12        KS                                                        Specialists     Recovery Supervisor - AA  8/19/201 Wichita,  N     Employee    Full Time    Y       15.96      Recovery     Urbina Triana, Veronica  H                               3        KS                                                        Specialists     Recovery Supervisor - AA  4/3/2018  Wichita, N     Employee    Full Time    Y       10.50      Recovery         Valdez, Analie     H                                        KS                                                        Specialists    Sr. Recovery Specialist - AA  9/5/2012  Wichita, N  Employee    Full Time    Y       14.00     Collection       Castillo, Angela    H                                        KS                                                        Supervisor   Sr. Recovery Specialist - AA  1/6/2016  Wichita, N  Employee    Full Time    Y       14.25     Collection   Cordero Avitia, Francisco  H                                        KS                                                        Supervisor   Sr. Recovery Specialist - AA  4/6/2015  Wichita, N  Employee    Full Time    Y       14.84     Collection       Craig, Amanda       H                                        KS                                                        Supervisor   Sr. Recovery Specialist - AA  1/11/201 Wichita, N   Employee    Full Time    Y       12.75     Collection   Riddle, Angelica Gabriela  H                               7        KS                                                        Supervisor   Sr. Recovery Specialist - AA  5/29/201 Wichita, N   Employee    Full Time    Y       13.40     Collection       Salcedo, Michael    H                               3        KS                                                        Supervisor   Sr. Recovery Specialist - AA  7/5/2018  Wichita, N  Employee    Full Time    Y       12.40     Collection    Schoenberger, Sara Ann  H                                        KS                                                        Supervisor     Support Specialist - AA  9/4/2018  Wichita, N     Employee    Full Time    Y       11.75      Support      Arnold, Monica Michelle  H                                        KS                                                        Specialists     Support Specialist - AA  4/22/201 Wichita,  N     Employee    Full Time    Y       12.00      Support      Cabrales, Daisy Crystal  H                               9        KS                                                        Specialists     Support Specialist - AA  9/13/201 Wichita,  N     Employee    Full Time    Y       11.00      Support     Camacho Vargas, Michelle H                               9        KS                                                        Specialists         Abigail     Support Specialist - AA  3/26/201 Wichita,  N     Employee    Full Time  Y-EAD     12.00      Support      Conrad, Linette Noemi  H                               9        KS                                                        Specialists     Support Specialist - AA  6/19/201 Wichita,  N     Employee    Full Time    Y       13.19      Support      Gonzalez, Ruby Adriana  H                               4        KS                                                        Specialists     Support Specialist - AA  9/9/2019  Wichita, N     Employee    Full Time    Y       12.00      Support     Greenstreet, Miranda Rae  H                                        KS                                                        Specialists     Support Specialist - AA  3/26/201 Wichita,  N     Employee    Full Time    Y       12.00      Support     Hernandez, Enrique Osiel  H                               9        KS                                                        Specialists     Support Specialist - AA  8/24/201 Wichita,  N     Employee    Full Time    Y       12.75      Support       Ramirez-Lujan, Paola  H                               5        KS                                                        Specialists     Support Specialist - AA  1/6/2016  Wichita, N     Employee    Full Time    Y       11.03      Support      Ramos, Monica Teresa   H                                        KS                                                        Specialists     Support Specialist - AA  5/20/201 Wichita,  N     Employee    Full Time    Y       11.00      Support         Reyes, Cecilia T    H                               9        KS                                                        Specialists     Support Specialist - AA  6/3/2019  Wichita, N     Employee    Full Time  Y-EAD     12.50      Support      Soria Cisneros, Perla E  H                                        KS                                                        Specialists     Support Specialist - AA  5/10/201 Wichita,  N     Employee    Full Time    Y       11.00      Support        Sutch, Kailey Jade   H                               7        KS                                                        Specialists                                                                     ‐ 23 ‐                                                                       83
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra        Support Specialist - AA  5/3/2019  Wichita, N     Employee    Full Time    Y       12.00      Support      Villalobos-Gomez, Omar  H                                        KS                                                        Specialists       Support Specialist   3/16/201  Wichita,   N     Employee    Full Time    Y       15.41      Support          Lira, Rosalva      H          Supervisor           5        KS                                                        Supervisor     Collection Manager - Ad 6/5/2006  Wichita,  Y     Employee    Full Time    Y     2903.63-    Collection     Sanchez, Christopher  S            Astra                       KS                                               Bi        Manager                                                                                       Monthly     Database and IT Support 2/12/201 Wichita,   Y     Employee    Full Time    Y      3062.5-    IT Manager     Anthony, Aaron Scott  S           Manager             8        KS                                               Bi-                                                                                      Monthly      Operations Manager    7/16/201  Wichita,   Y     Employee    Full Time    Y     3395.63-    Operations        Kruger, Sarah      S                               2        KS                                               Bi-       Manager                                                                                       Monthly         President - AA     4/13/201  Wichita,   Y     Employee    Full Time    Y     4166.67-  President/Gener    Bengtson, Tracy     S                               9        KS                                               Bi-      al Manager                                                                                       Monthly                                                                                                                                                                                                                                                                                          ‐ 24 ‐                                                                       84
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                       Schedule 4.15(d)  There are no pending or, to the Knowledge of the Company, threatened Legal Proceedings related to the  employment of labor.                                              ‐ 25 ‐                                           85
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                     Schedule 4.19           Insurer                         Type of Insurance       Zurich American Insurance Company Liability       Zurich American Insurance Company Worker's Compensation       QBE Insurance Corporation       Errors and Omissions Liability       Blue Cross Blue Shield          Health and Dental       Sun Life                        Life Insurance                                                      ‐ 26 ‐                                        86
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                   Schedule 6.1                                                        None.                                                    ‐ 27 ‐                                                      87
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                     Schedule 6.6(a)       1. Illinois: Licensed Collection Agency; Department of Financial and Professional        Regulation – Division of Professional Regulation             2. Nevada: Collection Agency License; Department of Business and Industry – Financial        Institutions Division             3. Tennessee: Collection Service Agency License; Collection Service Board              4. Arizona: Collection Agency License; Department of Financial Institutions             5. New Mexico: Collection Agency License; Regulation and Licensing Department –        Financial Institutions Division             6. Oregon: Collection Agency Registration; Division of Financial Regulation             7. Wyoming: Collection Agency License; Collection Agency Board             8. Colorado: Collection Agency License; Department of Law             9. Hawaii: Exempt Collection Agency License; State of Hawaii Department of Commerce        and Consumer Affairs             10. Idaho: Collection Agency License; Department of Finance             11. North Dakota: Collection Agency License; Department of Finance             12. Rhode Island: Debt Collector Registration; Department of Business Regulation –        Banking Department             13. Washington: Business License (Collection Agency Branch); Department of Revenue             14. Delaware: Business License (Mercantile or Collection Agency); Division of Revenue             15. Utah: Certificate of Registration (Collection Agency – Foreign); Department of        Commerce – Division of Corporations & Commercial Code             16. Florida: Consumer Collection Agency License; Office of Financial Regulation                                               ‐ 28 ‐                                        88
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra         17. Maine: Debt Collection License; Department of Professional and Financial Regulation –        Bureau of Consumer Credit Protection             18. Minnesota: Collection Agency License; Department of Commerce                                      ‐ 29 ‐                                        89
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                                   Schedule 6.9  None.                                                    ‐ 30 ‐                                                      90
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                        Schedule 6.10    $419,591.72 has been paid to BlankRome, Warshaw Burstein, LLP, and Thompson Law Firm for legal  and professional services through 11/26/2019 in connection with Ad Astra v. John Clifford Heath, Esq. et  al.                                           ‐ 31 ‐                                           91
 CIHC Stock Purchase Agreement Ad Astra - CIHC Stock Purchase Agreement Ad Astra                                       Schedule 7.01(d)                                            1. Lease, dated as of January 27, 2012, by and between Kansas Business Condos, LLC and Ad Astra  Recovery Services, Inc., as amended on August 31, 2015 and November 5, 2018.                                             ‐ 32 ‐                                           92