Schedule 1) The Group

Exhibit 2.2

Dated 31 December 2010

CCRT INTERNATIONAL HOLDINGS B.V.

COMPUCREDIT HOLDINGS CORPORATION

DOLLAR FINANCIAL U.K. LIMITED

DOLLAR FINANCIAL CORP

AGREEMENT

for the sale and purchase of the

entire issued share capital of

Purpose UK Holdings Limited and

certain shares in MEM Holdings

Limited.

XXXXXXXXX XXXXXXX

Contents

						Page
				Clause
	1			Definitions			1
	2			Interpretation			5
	3			Sale and purchase of the Sale Shares			6
	4			Conditions			6
	5			Purchase Price			10
	6			Working Capital Adjustment			10
	7			Completion			12
	8			Indebtedness and Guarantees			12
	9			Warranties			14
	10			Limitations on the Seller’s liability			14
	11			Buyer’s Warranties			00
	00			Xxxxxxxxxxx Xxxxxxxxx			00
	00			Post-Completion matters			16
	14			Seller’s Xxxxxxxxx			00
	00			Buyer’s Guarantee			18
	16			Confidentiality			20
	17			Payments			23
	18			General			23
	19			Choice of law and submission to jurisdiction			30
				Schedules
	1			The Group			31
				Part 1 — The Company			31
				Part 2 — Subsidiaries and subsidiary undertakings of the Company			32
	2			Completion matters			39
	3			Warranties			42
	4			Limitations on the Seller’s liability			59
	5			Buyer’s Warranties			66
	6	*		Data Room Index			*
	7	*		The Properties			*
	8			Taxation			67
				Part 1 — General			67
				Part 2 — Taxation Covenant			77
				Part 3 — Taxation Warranties			80
	9	*		Company IPR			*
	10			Pre-Completion			83
	11			Completion Statement			87
				Part 1 — General Provisions			87
		*		Part 2 — Format of Completion Statement			*
				Part 3 — Specific Accounting Policies			90
	12	*		Termination Fee			*

* The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon Request.

This Agreement is made by way of deed on December 31, 2010

Between

(1)		CCRT International Holdings B.V. (Registered in the Netherlands with No. 34199421) whose registered office is at Strawinskylaan 3105, 1077 ZX Amsterdam, the Netherlands (Seller);
(2)		CompuCredit Holdings Corporation a Georgia corporation whose principal office is at 0 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx XX 00000, XXX (the Seller’s Guarantor);
(3)		Dollar Financial U.K. Limited (No. 03701758) whose registered office is at 6th floor, 00 Xxxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (Buyer); and
(4)		Dollar Financial Corp., a Delaware corporation whose principal office is at 0000 Xxxxxxxxx Xxx., Xxxxx 000 Xxxxxx, XX 00000, XXX (the Buyer’s Guarantor).

It is agreed

1		Definitions
1.1		In this Agreement, unless the context otherwise requires:

Accounts means the audited accounts of each Group Company (other than Rentassured Limited) for the financial year ended on the Accounts Date, including the notes to those accounts and the associated directors’ and auditors’ reports, and the unaudited accounts for Rentassured Limited

Accounts Date means 31 December 2009

Actual Working Capital Amount means the aggregate value of the current assets of the Group less the aggregate amount of the current liabilities of the Group being the amount shown as the Actual Working Capital Amount in each case determined in accordance with the Completion Statement

Authority means any governmental or regulatory authority (including the FSA, the UK Office of Fair Trading and the UK Office of the Information Commissioner), statutory undertaking, agency or public or regulatory body (whether present or future) which has jurisdiction over a Group Company or the Business or any decision, consent or licence which is required to carry out the Business and Authorities shall be construed accordingly

Business means the business carried on by the Group as at, and before, Completion and includes any part of it

Business Day means any day on which banks are open for business in London and New York (excluding Saturdays, Sundays and any day which is a public holiday in either London or New York)

Buyer Announcement means the announcement to be made by the Buyer in the Agreed Form

Buyer’s Group means the Buyer, any subsidiary of the Buyer, any holding company of the Buyer and any subsidiary of any holding company of the Buyer, in each case for the time being and member of the Buyer’s Group shall be construed accordingly

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Buyer’s Solicitors means Xxxxx & Xxxxx LLP of One Xxxxxxx Xxxxxx, Xxxxxx X0 0XX

Buyer’s Warranties means the warranties given by the Buyer set out in schedule 3

CCA means the Consumer Credit Xxx 0000

Companies Act means the Companies Xxx 0000

Company means Purpose UK Holdings Limited further details of which are set out in part 1 of schedule 1

Completion means completion of the sale and purchase of the Sale Shares in accordance with this Agreement

Completion Date means the date falling three Business Days after the last of the Conditions set out in clauses 4.1(a), 4.1(b) and 4.1(c) is fulfilled, satisfied, or waived by the party entitled to the benefit of such Condition or such other date as the parties may agree

Completion Statement means the completion statement setting out the Actual Working Capital Amount as at the Completion Date, to be agreed, modified and determined in accordance with the provisions of schedule 11

CompuCredit Restrictive Covenant means the restrictive covenant to be entered into by the Seller’s Guarantor in the Agreed Form

connected with has the meaning ascribed to it in section 1122 Corporation Tax Act 2010 save that there shall be deemed to be control for that purpose whenever either section 450 or section 1124 of that act would so require

Customer means any individual who has entered into a Customer Loan Agreement with MEM and in whose name a Customer Account is maintained by MEM immediately prior to Completion

Customer Account means in respect of each Customer the account recording, amongst other things, the amount owed by such Customer under his Customer Loan Agreement and Customer Accounts means all of them

Customer Debts means receivables under a Customer Loan Agreement

Customer Loan Agreements means all and any customer loan agreements entered into between any Group Company and a Customer pursuant to which a Loan has been made by a Group Company and Customer Loan Agreement shall be construed accordingly

Data Room means the online data site hosted by Xxxxxxx Corporation making available to the Buyer the documents listed in the Data Room Index in connection with the Buyer’s investigations into the Company

Data Room Index means the index to the Data Room set out in schedule 6

Disclosure Letter means the letter dated the same date as this Agreement from the Seller to the Buyer in relation to the Warranties

Disclosed Schemes means:

(a) the Stakeholder Scheme; and

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(b) the Friends Provident Group Personal Pension

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing;

Group means the Company and each of its subsidiaries and Group Company and member of the Group shall be construed accordingly

Guarantee means any guarantee, indemnity, suretyship, letter of comfort, security, right of set-off or other obligation given or undertaken by a person to secure or support the obligations (actual or contingent) of any other person

Xxxx XxXxxxxx Compromise Agreement means the compromise agreement in the Agreed Form to be entered into by Xxxx XxXxxxxx and MEM Capital Limited

Xxxx XxXxxxxx Restrictive Covenant means the restrictive covenant in the Agreed Form to be entered into by Xxxx XxXxxxxx

Interim Accounts means the unaudited profit and loss statement and balance sheet of each Group Company, for each fiscal period or part thereof of each such Group Company commencing on 1 January 2010 and ending on 30 September 2010

KYC Records means the evidence (documents or otherwise) required to verify each Customer’s identity for anti money laundering purposes in connection with his Customer Account

Loan means any form of credit provided to a Customer under a Customer Loan Agreement

MEM means MEM Consumer Finance Limited further details of which are set out in part 2 of schedule 1

MEM Holdings means MEM Holdings Limited further details of which are set out in part 2 of schedule 1

MEM Holdings Shares means 39,118 B ordinary shares of 0.01 xxxxx each and the 140,617 C ordinary shares of 0.01 xxxxx each in the capital of MEM Holdings

MEM US Licence means the licence in the Agreed Form pursuant to which MEM and Xxxxxx Xxx will xxxxx a licence to the Seller or its nominee to use certain software in the United States in accordance with its terms

Minority SPA means the sale and purchase agreement, in the Agreed Form, to be entered into between, amongst others, the Seller and Xxxx XxXxxxxx on or about the date of this agreement

NatWest Facility means together the £30,000 corporate card facility and the £1,500,000 Bankline Daily Settlement/Intraday Limit Facility in each case with Natwest

OFT Decision shall mean the publication of decision on the OFT website (xxx.xxx.xxx.xx) or, if earlier, written notification to the Buyer

Ombudsman means the Financial Ombudsman Services established under the Financial Services and Markets Xxx 0000

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Xxxxxx Xxx means Xxxxxx Xxx Limited further details of which are set out in part 2 of schedule 1

Xxxxxx Xxx Agreement means the sale and purchase agreement between the Sellers (as defined therein) and MEM dated 14 December 2010 pursuant to which MEM acquired the entire share capital of Xxxxxx Xxx

Xxxxxx Xxx Business and Assets means the business, assets and liabilities of Xxxxxx Xxx

Profitability means the earnings before interest, taxes, depreciation and amortisation (EBITDA) calculated on a basis consistent with the Accounts

Projections means the projections for the Business set out in document 3.8.8 in the Data Room

Promissory Note Amount means the principal amount and all accrued interest owed by the Company to the Seller’s Guarantor as at the Completion Date pursuant to the promissory note set out in document 3.2.125 in the Data Room (Promissory Note)

Properties means the leasehold properties, details of which are set out in schedule 7 and Property means any of them and, in each case, includes each and every part of, and any building on, each relevant Property

PUK Shares means the 1,021,215 ordinary shares of £0.01 each and the 15,094,229 redeemable preference shares of £1 each in the capital of the Company

Purchase Price has the meaning given in clause 5

Relief has the meaning given in part 1 of schedule 8 (Tax)

Sale Shares means together the PUK Shares and the MEM Holdings Shares

Security Interest means any claim, mortgage, lien, pledge, charge, encumbrance, hypothecation, trust, option, right to acquire, right of pre-emption or any other restriction or third party right or interest (legal or equitable) or any other security interest of any kind however created or arising (or any agreement or arrangement to create any of them)

Seller Announcement means the announcement to be made by the Seller in the Agreed Form

Seller’s Group means the Seller, any of its subsidiaries (excluding each Group Company), any of its holding companies (including the Seller’s Guarantor) and any subsidiary of any of its holding companies, in each case for the time being and member of the Seller’s Group shall be construed accordingly

Seller’s Solicitors means Xxxxxxxxx Xxxxxxx LLP of Xxxxxx Gate, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX

Stakeholder Scheme means the Friends Provident Pensions Limited Stakeholder Scheme

Target Working Capital Amount means GBP20,365,838 if the Completion Date falls between 14 February 2011 and 28 February 2011 (inclusive), GBP18,862,756 if the Completion Date falls between 1 March 2011 and 15 March 2011 (inclusive), GBP19,431,839 if the Completion Date falls between 16 March 2011 and 31 March 2011 and GBP20,431,839 if the Completion Date falls between 1 April 2011 and 19 April 2011

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		Tax and Taxation have the meanings given in part 1 of schedule 8 (Tax)
		Tax Covenant means the tax covenant set out in part 2 of schedule 8 (Tax)
		Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)
		Termination Fee means the amount set out in schedule 12 (Termination Fee)
		Transaction Documents means this Agreement, the Disclosure Letter and each of the documents referred to in this Agreement as being in the Agreed Form and any document from time to time entered into pursuant to or in connection with this Agreement
		Warranties means the Tax Warranties and the warranties set out in schedule 3 (Warranties)
		Warranty Claim means all and any claims against the Seller under any of the Warranties
1.2		In addition to the terms defined in clause 1.1, certain other terms are defined elsewhere in this Agreement and those definitions also apply elsewhere in this Agreement unless the context otherwise requires.
2		Interpretation
2.1		In this Agreement, unless the context otherwise requires:

	(a)		references to clauses and schedules are to clauses of, and schedules to, this Agreement respectively and references in a schedule or part of a schedule to paragraphs are to paragraphs of that schedule or that part of that schedule respectively;
	(b)		references to this Agreement or any other document are to this Agreement or that document as amended from time to time;
	(c)		words importing any gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals, bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident) and vice versa;
	(d)		in the Agreed Form means, in relation to any document, that document in the form agreed and, for the purposes of identification, signed or initialled by or on behalf of the parties with such alterations as the parties agree in writing before Completion;
	(e)		a person is be deemed to be associated with another person or an associated person of that other person if the person is an associate of the other person within the meaning of section 435 of the Insolvency Xxx 0000;
	(f)		a reference to a statute or statutory provision includes a reference to any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) made under that statute or provision); and
	(g)		a reference to a statute, statutory provision or subordinate legislation includes a reference to:

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	(i)		any statute, statutory provision or subordinate legislation which it has consolidated, superseded, re-enacted or replaced (whether with or without modification); and
	(ii)		that statute, provision or subordinate legislation as for the time being modified or consolidated, superseded, re-enacted or replaced (whether with or without modification) after the date of this Agreement,

save to the extent that such consolidations, re-enactments, replacements or modifications taking effect after the date of this Agreement would impose any greater obligations or liabilities on the Seller or the Seller’s Guarantor provided that for the avoidance of doubt nothing in this clause 2.1(g) shall be interpreted to restrict the application of the Condition set out in clause 4.1(b).

2.2		The headings and contents table in this Agreement are for convenience only and do not affect its interpretation. The schedules form part of this Agreement.
2.3		In this Agreement, the words “other”, “includes”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them will not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.
3		Sale and purchase of the Sale Shares
3.1		Subject to the provisions of clause 4, the Seller agrees to sell the Sale Shares and the Buyer agrees to buy the Sale Shares with effect from Completion, free from any Security Interest and together with all rights and benefits attaching or accruing to the Sale Shares, at Completion.
3.2		The Seller:

(a) covenants with the Buyer that it:

	(i)		has the right to sell and transfer to the Buyer the full legal and beneficial interest in the PUK Shares on the terms set out in this agreement; and
	(ii)		will at Completion have the right to sell and transfer to the Buyer the beneficial interest in the MEM Holdings Shares on the terms set out in this agreement;

(b) waives all rights of pre-emption which it may have in respect of the transfer to the Buyer of the Sale Shares (or any of them).

4		Conditions
4.1		The sale and purchase of the Sale Shares is conditional on each of the following conditions being fulfilled, satisfied or waived (the Conditions):

	(a)		the Office of Fair Trading (OFT) having provided the OFT Decision that it does not intend to refer the proposed acquisition of the Sale Shares by the Buyer, or any matter arising or relating to that proposed acquisition, to the Competition Commission for investigation (the OFT Condition);
	(b)		no Material Adverse Change occurring between the date of this Agreement and the date on which the OFT Condition is fulfilled, satisfied or waived pursuant to the

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			provisions of clause 4.15 and, for the purposes of this clause, Material Adverse Change shall mean the implementation, notification or announcement of any change to any statutory or other binding or advisory legislative or regulatory provision (including any OFT decision or directive imposed on MEM or the short-term and/or pay day loan industry requiring a change of MEM’s then current business practices) which directly relates to or impacts the business of providing short-term and/or pay day loans and is reasonably likely to result in a reduction of £4,400,000 in the projected Profitability of the Business (using the Projections as a reference for determining such impact) for the 12 month period following such announcement.
	(c)		the Buyer having available to it, on an unconditional basis and on terms satisfactory to it in its sole discretion, debt financing facilities or the proceeds of an issuance of debt securities in a public and/or private offering, or any other financing, (Financing) of an amount not less than the Purchase Price (the Financing Condition); and
	(d)		the Minority SPA having completed in accordance with its terms (the Minority SPA Condition).

4.2 The Buyer and the Seller shall use all reasonable endeavours to procure (so far as they are each able to procure) that the OFT Condition is satisfied on or before the earlier of (i) 24 March 2011 and (ii) the date falling 50 Business Days from the date on which the OFT confirms that the form of the OFT Submission is satisfactory (the OFT Long Stop Date). In order to satisfy the OFT Condition the Buyer shall:

	(a)		procure the filing of a submission to the OFT (OFT Submission) as soon as reasonably practicable and in any event no later than 14 January 2011;
	(b)		respond as soon as reasonably practicable (with a target response time of not more than five Business Days) and in any event within any applicable time limit to any request, formal or informal, for information or other input from the OFT;
	(c)		not enter into (and will procure that no member of the Buyer’s Group enters into) any other acquisition agreement relating to an entity involved in either:

	(i)		the business of providing short-term and/or pay day loans in the UK; or
	(ii)		the business of providing consumer credit in the UK;

which might reasonably be expected to delay, impede or prejudice the fulfilment of the OFT Condition;

	(d)		as soon as reasonably practicable notify the Seller of any material communication (whether written or oral) received from the OFT;
	(e)		give the Seller reasonable notice of and the opportunity for it or any advisers of the Seller’s Group to attend all material meetings and telephone calls with the OFT (save to the extent that the OFT expressly requests that the Seller should not be present or represented at the meeting or part(s) of the meetings); and
	(f)		provide the Seller with drafts of all material written communications intended to be sent to the OFT and give the Seller a reasonable opportunity to comment thereon and not submit its communications without the prior agreement (such agreement not to be unreasonably withheld or delayed) of the Seller (save that in relation to all disclosures

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under this clause, business secrets and other confidential material may be provided on an outside counsel to counsel, confidential basis only),

provided that nothing in sub-clauses (a) to (f) (inclusive) shall be interpreted or operate to limit the Buyer’s obligation to use all reasonable endeavours to procure that the OFT Condition is satisfied.

4.3		If the Buyer receives the OFT Decision by written notification it shall notify the Seller in writing of the fulfilment of the OFT Condition as soon as reasonably practicable and in any event with 1 Business Day of the Buyer receiving written notification.
4.4		If the OFT Condition is not satisfied on or before the OFT Long Stop Date or if the OFT Decision is to refer the proposed acquisition of the Sale Shares by the Buyer, or any matter arising or relating to that proposed acquisition, to the Competition Commission for investigation, the Buyer or the Seller may elect to terminate this agreement by written notice to the other and upon giving such notice:

	(a)		except for this subclause, clauses 1, 2, 10, 16, 18 and 19 all the provisions of this Agreement shall lapse and cease to have effect; but
	(b)		neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation.

4.5		Contemporaneously with the Buyer using all reasonable endeavours to procure that the OFT Condition is satisfied, the Buyer shall take such steps as are, in it sole discretion, reasonable, to enable it to fulfil, satisfy or waive the Financing Condition on or before the date falling not later than twenty Business Days following the later of (i) the date on which the OFT Condition is satisfied and (ii) the date on which Required Financial Information is delivered to the Buyer, and in any event on or before 14 April 2011 (the Final Long Stop Date).
4.6		If the OFT Condition has been satisfied, there has been no Material Adverse Change prior to satisfaction of the OFT Condition but the Financing Condition is not satisfied by the Final Long Stop Date, the Buyer irrevocably undertakes to pay the Seller the Termination Fee.
4.7		The Buyer shall notify the Seller in writing of the fulfilment of the Financing Condition as soon as reasonably practicable and in any event within 1 Business Day of the Buyer becoming aware of such fulfilment.
4.8		During the period commencing on the date of this Agreement and ending on the earlier of the Final Longstop Date and the Completion Date, the Seller shall and shall procure so far as it is reasonably able to do so that each relevant member of the Seller’s Group and each Group Company shall provide, and shall cause their respective directors, officers and employees to provide, so far as they are each reasonably able to, in each case upon reasonable notice from the Buyer, and at the Buyer’s cost (but only to the extent the Seller or any member of the Seller’s Group incurs out of pocket expenses directly related to the co-operation efforts described below and in clause 4.9), such reasonable assistance and cooperation (including where necessary providing appropriate instructions to auditors), including reasonable access to information and personnel of the Group, during normal office hours, which is reasonably required for the Buyer to satisfy the Financing Condition (including the preparation of the Required Financial Information as set out in clause 4.9 and the preparation of customary proforma financial information for the 12 month period ended June 30, 2010 and the six month period ended December 31, 2010) provided that (i) such assistance and cooperation

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		and access to information and personnel of the Group does not unreasonably interfere with the ongoing operations of any member of the Seller’s Group or any Group Company or otherwise impair, in any material respect, the ability of any officer or executive of any member of the Seller’s Group or any Group Company to carry out their duties to the relevant member of the Seller’s Group or the relevant Group Company and (ii) the Buyer agrees that it would not be reasonable to require information considered by the Seller, acting in good faith, to be commercially sensitive.
4.9		Without limiting the generality of the provisions of clause 4.8 the Seller shall, and shall procure that each relevant member of the Seller’s Group shall:

	(a)		use its reasonable endeavours to prepare and furnish by no later than 28 February 2011 audited consolidated financial statements for the annual financial periods ending December 31, 2008, 2009 and 2010 of the Group (the Required Financial Information), that in the opinion of the Seller and its auditors have been prepared in accordance with United States Generally Accepted Accounting Principles and include such information that in the reasonable opinion of the Seller and its auditors is required by Regulation S-X under the U.S. Securities Act of 1933, as amended (the Securities Act), as is customarily included in either public offerings under the Securities Act or private placements resold under Rule 144A of the Securities Act, to consummate the offerings of debt securities; and
	(b)		use its reasonable endeavours to procure that the auditors of the Group provide the Buyer with customary accountants’ comfort or negative assurance letters and consents relating to financial information of the Group Companies as reasonably requested by the Buyer.

4.10		The Seller hereby consents, and shall procure that each Group Company consents, to the use of its respective logo in connection with the Financing.
4.11		Notwithstanding anything herein to the contrary, the Seller acknowledges and agrees that the Buyer and any other member of the Buyer’s Group may publicly disclose the Required Financial Information, other material information regarding the Group and the transactions contemplated hereby in connection with the Financing and that any such disclosure shall not be deemed to be a breach of this Agreement provided that the Buyer shall provide to the Seller drafts of any public documents containing information regarding the Group which the Buyer intends to publish and shall afford the Seller not less than two Business Days to consent to the publication of such documents and shall have obtained such consent (such consent not to be unreasonably withheld or delayed).
4.12		Notwithstanding anything in this Agreement to the contrary, neither the Seller nor prior to Completion any Group Company shall be required to: (i) pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing undertaken to meet the Financing Condition (or any replacements thereof); or (ii) to indemnify any person in connection with the Financing undertaken to meet the Financing Condition. For the avoidance of doubt, Buyer shall reimburse the Seller, the Seller’s Guarantor and each member of the Group Company for all reasonable out of pocket costs, fees and expenses incurred in connection with such assistance and cooperation as may be requested and provided pursuant to clauses 4.8 to 4.11 (inclusive) above.
4.13		The Buyer shall pay to the Seller an amount equal to the amount which would be required to indemnify the Seller, each member of the Seller’s Group and each Group Company against all actions, proceedings, losses, claims, damages, liabilities, costs, charges and expenses which any of them may suffer or incur in respect of or arising in connection with the disclosure

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		(including for the avoidance of doubt the inclusion of any information of Required Financial Information (or any part thereof) in any documentation relating to any public or private offering or placement of any equity or debt) by or on behalf of the Buyer or any member of the Buyer’s Group of any information obtained by the Buyer or any member of the Buyer’s Group pursuant to the provisions of clauses 4.8 and 4.9, including the Required Financial Information but only to the extent that such Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact regarding any Group Company necessary in order to make such Required Financial Information not misleading.
4.14		If any of the Conditions is not fulfilled, satisfied, or waived by the party entitled to the benefit of such Condition, or if any of the Conditions ceases to be capable of fulfilment or satisfaction, on or before the Final Long Stop Date:

	(a)		except for this subclause, clauses 1, 2, 4.6, 10, 16, 18, 19 all the provisions of this Agreement shall lapse and cease to have effect; but
	(b)		neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this agreement falling due for performance prior to such lapse and cessation.

4.15		Subject to the Seller’s right of termination pursuant to the provisions of clause 4.4, the Buyer may at any time before the time specified in clause 4.2 or 4.5 (as the case may be) by notice to the Seller waive the Conditions or (or any of them) in whole or in part.
4.16		If the Buyer has not procured the filing of the OFT Submission on or before 14 January 2011 the Seller shall be entitled to terminate this Agreement by written notice to the Buyer and upon giving such notice:

	(a)		except for this subclause, clauses 1, 2, 10, 16, 18 and 19 all the provisions of this Agreement shall lapse and cease to have effect; but
	(b)		neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation provided that if the Seller terminates this Agreement pursuant to this clause 4.16 the Seller’s only remedy shall be termination of the Agreement..

5		Purchase Price
5.1		Subject to adjustment in accordance with clause 6 and schedule 11, the total aggregate consideration for the sale of the Sale Shares is US$195,000,000 (Purchase Price) less the Promissory Note Amount.
5.2		The Seller shall provide the Buyer with written notice of the quantum of the Promissory Note Amount no later than two Business Days before the Completion Date.
6		Working Capital Adjustment
6.1		It is acknowledged by the parties that the Purchase Price has been determined on the basis that at Completion the Actual Working Capital Amount will be not less than the Target Working Capital Amount. The Purchase Price shall be adjusted following Completion to reflect any difference between the Actual Working Capital Amount and the Target Working Capital Amount as follows:

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(a) if the Completion Date falls between 14 February 2011 and 28 February 2011 (inclusive) and:

	(i)		the Actual Working Capital Amount is less than GBP19,347,546, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
	(ii)		the Actual Working Capital Amount is more than GBP21,384,130, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
	(iii)		if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11;

(b) if the Completion Date falls between 1 March 2011 and 15 March 2011 (inclusive) and:

	(i)		the Actual Working Capital Amount is less than GBP17,919,618, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
	(ii)		the Actual Working Capital Amount is more than GBP19,805,894, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
	(iii)		if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11.

(c) if the Completion Date falls between 16 March 2011 and 31 March 2011 (inclusive) and:

	(i)		the Actual Working Capital Amount is less than GBP18,460,247, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
	(ii)		the Actual Working Capital Amount is more than GBP20,403,431, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
	(iii)		if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11.

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(d) if the Completion Date falls between 1 April 2011 and 19 April 2011:

	(i)		the Actual Working Capital Amount is less than GBP19,460,247, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
	(ii)		the Actual Working Capital Amount is more than GBP21,403,431, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
	(iii)		if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11.

6.2		Payments pursuant to clause 6.1 shall be converted into US$ at the closing mid-point rate as quoted by the Financial Times, London edition on the Completion Date.
6.3		Following Completion the Buyer shall procure that a draft of the Completion Statement is prepared and delivered to the Seller in accordance with the provisions of schedule 11. The final form of the Completion Statement shall be agreed, modified or determined in accordance with the provisions of part 1 of schedule 11.
6.4		The Buyer or the Seller (as the case may be) shall pay to the other the amount due pursuant to clause 6.1 no later than five Business Days after the date on which the Completion Statement is agreed or determined.
7		Completion
7.1		Completion will take place on the Completion Date, immediately after the Minority SPA Condition has been satisfied, fulfilled or waived at the offices of the Seller’s Solicitors or at any other place and time that the Seller and the Buyer agree in writing.
7.2		Until Completion the provisions of schedule 10 shall apply.
7.3		At Completion, the parties shall comply with their respective obligations in schedule 2 (Completion matters).
7.4		Part 2 of schedule 8 (Tax) applies with effect from Completion.
7.5		The Buyer is not obliged to complete the purchase of any of the Sale Shares unless:

	(a)		the purchase of all the Sale Shares is completed simultaneously; and
	(b)		the Seller complies with each of its obligations pursuant to schedule 2.

8		Indebtedness and Guarantees
8.1		The Seller shall procure that on Completion all indebtedness owing immediately before Completion from the Seller or any person connected with the Seller to any Group Company is or has been satisfied in full together with all interest accruing on it up to Completion.

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8.2		The Seller shall procure that on Completion all indebtedness owing immediately before Completion from any Group Company to any third party, other than trade indebtedness incurred in the ordinary course of business and amounts drawn pursuant to the NatWest Facility, is or has been satisfied in full together with all interest accruing on it up to Completion. The Seller shall pay to the Buyer an amount equal to the amount which would be required to indemnify the Buyer and each Group Company against all actions, proceedings, losses, claims, damages, liabilities, costs, charges and expenses which any of them may suffer or incur following Completion in respect of any indebtedness owing immediately before Completion from any Group Company to any third party, other than trade indebtedness incurred, and amounts drawn pursuant to the NatWest Facility, in each case in the ordinary course of business.
8.3		The parties acknowledge that the Purchase Price has been agreed on the basis that no indebtedness of any kind (whether or not then presently payable) will be owing immediately after Completion by any Group Company to the Seller, any person connected with the Seller or any third party (excluding for the avoidance of doubt indebtedness incurred in the ordinary course of trading to suppliers and any amounts drawn under the NatWest Facility in the ordinary course).
8.4		If it is established at any time after Completion that any indebtedness of any kind (whether or not then presently payable) other than the Promissory Note Amount was owing on Completion by any Group Company to the Seller or any person connected with the Seller, then the Seller shall procure that the Seller or person connected with the Seller to which that indebtedness is owing shall waive that indebtedness by executing a deed of waiver in such form as the Buyer shall reasonably require or, if that is not permissible or practicable, shall procure that such indebtedness is discharged or otherwise eliminated at no cost to any member of the Buyer’s Group or any Group Company..
8.5		The Seller shall:

	(a)		procure that on Completion each Group Company is released from all guarantees and indemnities given by that Group Company in respect of any liability or obligation of the Seller or any person connected with the Seller.
	(b)		pay to the Buyer an amount equal to the amount which would be required to indemnify the Buyer and each Group Company against all actions, proceedings, losses, claims, damages, liabilities, costs, charges and expenses which any of them may suffer or incur following Completion in respect of any claim made under any of the guarantees and indemnities referred to in clause 8.5(a).

8.6 The Buyer shall:

	(a)		procure that on Completion or as soon as practicable the Seller and each member of the Seller’s Group is released from all guarantees and indemnities given by such member of the Seller’s Group in respect of any liability or obligation of a Group Company which are identified in Data Room documents 3.6.4, 3.6.9 and 3.6.12.
	(b)		pay to the Seller an amount equal to the amount which would be required to indemnify the Seller and each other member of the Seller’s Group against all actions, proceedings, losses, claims, damages, liabilities, costs, charges and expenses which any of them may suffer or incur in respect of any claim made under any of the guarantees and indemnities referred to in clause 8.6(a).

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9		Warranties
9.1		The Seller warrants to the Buyer in the terms of the Warranties at the date of this Agreement.
9.2		Save as provided in clause 9.3, except where expressly stated or where the context otherwise requires in schedule 3, each of the Warranties shall be deemed repeated at the date of this Agreement by the Seller in relation to each Group Company and any reference in schedule 3 to the Company shall be deemed to be a reference to each Group Company.
9.3		Save in relation to warranty 8 (Information Technology), 9 (Intellectual Property) and 14.3 (Group Companies) the Warranties shall not be given, or deemed repeated pursuant to the provision of clause 9.2, in relation to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any part of them) and accordingly no reference in schedule 3 to the Company, Group Company or Group (or any other reference which might otherwise be deemed to be a reference to Xxxxxx Xxx) shall be deemed to be a reference to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any part of them) save where such term is used in warranties 8 (Information Technology), 9 (Intellectual Property) or 14.3 (Group Companies).
9.4		The Warranties are qualified to the extent of those matters fairly disclosed in the Disclosure Letter.
9.5		Any Warranty which is qualified as being given “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or qualified by any similar expression, is deemed to have been given after reasonable enquiry of Xxxx Xxxxx, Xxxxxx Xxxxxxxxxxx, Xxxx XxXxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx and Xxxx Xxxxxxx at the date of this Agreement.
9.6		Each Warranty is to be construed as a separate and independent warranty and, save as provided otherwise in this Agreement, will not be limited by reference to any other Warranty.
9.7		Neither the Warranties, nor any rights or remedies in respect of them, will be extinguished or affected by Completion.
9.8		The Seller also hereby warrants to the Buyer that the terms so warranted by it pursuant to clause 9.1 in respect of the Warranties set out in paragraphs 14.6 and 15 (in respect of the Seller only) shall be deemed repeated immediately before Completion with reference to the facts and circumstances then prevailing.
9.9		Any payment made by the Seller in respect of a Claim shall, to the maximum extent possible, be deemed to be a reduction in the Purchase Price.
10		Limitations on the Seller’s liability
10.1		The liability of the Seller pursuant to this Agreement is subject to the provisions of schedule 4 (Limitations on the Seller’s liability).
10.2		The provisions of schedule 4 (Limitations on the Seller’s liability) will not apply to any claim insofar as it results from the fraud of the Seller.
11		Buyer’s Warranties
11.1		The Buyer warrants to the Seller in the terms of the Buyer’s Warranties as at the date of this Agreement.

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11.2		The Buyer also hereby warrants to the Seller that the terms so warranted by it pursuant to clause 11.1 shall be deemed repeated immediately before Completion with reference to the facts and circumstances then prevailing.
12		Restrictive Covenants
12.1		In this clause 12, unless the context otherwise requires:
		Restricted Area means the United Kingdom
		Restricted Period the period of three years commencing on the Completion Date
		Restricted Services means single drawdown (non-revolving), single repayment, pay day loans originated over the internet regardless of the repayment medium
		Senior Individual means Xxxx Xxxxx, Kirsty Xxxxxxxxxxx, Xxx Trailer, Xxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxxx
12.2		The Seller undertakes to the Buyer and each Group Company that, without the prior written consent of the Buyer, the Seller shall not, and no member of the Seller’s Group shall, within the Restricted Period, whether alone or jointly, and whether as principal or agent, with or for or on behalf of another and whether directly or indirectly:

	(a)		carry on or be engaged or employed in or concerned in or (except as the owner for investment of securities dealt in on a recognised investment exchange (as defined by section 285 of the Financial Services and Markets Act 2000) and not exceeding 5% in nominal value of the securities of the relevant class) be interested in any business which is, or is about to be, engaged in the supply of the Restricted Services in the Restricted Area in competition with the Business at that time;
	(b)		employ or engage any Senior Individual whilst they are employed by any member of the Buyer’s Group or induce such person to leave the service of any member of the Buyer’s Group.

12.3 The restriction in clause 12.2(a) shall not operate to prohibit any acquisitions and subsequent operation and trading of any company and/or business (Subsequent Acquisition) by any member of the Seller’s Group where the acquired company and/or business carries on or is engaged, concerned or interested in the provision of Restricted Services in the Restricted Area (and the provision of such Restricted Services in the Restricted Area represents, at the time of acquisition, 15% or less of the acquired company’s and/or business’ turnover). A Subsequent Acquisition includes:

	(a)		the related acquisition of both a business and assets and/or shares in a company or other corporate entity; and/or
	(b)		a number of related acquisitions of businesses and assets and/or shares in a company or other corporate entity,

		and in each case the acquisition(s) shall be treated as a single acquisition for the purposes of assessing whether or not the 15% threshold has been reached.
12.4		The restriction in clause 12.2(b) shall not operate to prohibit the publication of a bona fide general recruitment advertisement which is not, in its terms or by way of the extent or mode of its publication, directed solely or principally at Senior Individuals and any such publication shall not be a breach of clause 12.2(b).

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13		Post-Completion matters
13.1		The Seller shall for so long as it remains the registered holder of any of the PUK Shares after Completion hold those PUK Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely.
13.2		The Seller shall after Completion and until such time as the Buyer is registered as the holder of the MEM Holdings Shares hold the MEM Holdings Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely.
13.3		Each party shall execute or, so far as it is able, procure the execution of all documents and/or do or, so far as it is able, procure the doing of all acts and things that the other party reasonably requires after Completion to give effect to the provisions of this Agreement and any other Transaction Document provided that nothing in this clause shall oblige the Seller to pay stamp duty or SDRT in respect of the transfer of the Sale Shares pursuant to this Agreement.
13.4		During the period of seven years from Completion, the Buyer shall and shall procure that all members of the Buyer’s Group and each Group Company shall, so far as they are each able and upon reasonable notice from the Seller, give such assistance, supply or procure to be supplied such papers and information, and permit access to such of the accounting and other records of each Group Company as the Seller may reasonably request so as to enable the Seller (or any member of the Seller’s Group) to comply with such accounting, regulatory or statutory requirements as may be applicable to the Seller or any member of the Seller’s Group.
14		Seller’s Guarantee
14.1		The Seller’s Guarantor unconditionally and irrevocably:

	(a)		guarantees to the Buyer the payment when due of all amounts payable by the Seller under or pursuant to this Agreement;
	(b)		undertakes to procure that the Seller will perform when due all its obligations under or pursuant to this Agreement;
	(c)		agrees that if and each time that the Seller fails to make any payment when it is due under or pursuant to this Agreement, the Seller’s Guarantor shall on demand (without requiring the Buyer or any Group Company first to take steps against the Seller or any other person) pay that amount to the Buyer as if it were the principal obligor in respect of that amount; and
	(d)		agrees as if it were the principal obligor to indemnify the Buyer against all losses and damages sustained by the Buyer or any Group Company flowing from any non-payment or default of any kind by the Seller under or pursuant to this Agreement.

14.2 The Seller’s Guarantor’s obligations under this clause will not be affected by:

	(a)		any time or indulgence granted to, or composition with, the Seller or any other person;
	(b)		any intermediate payment or settlement of account or by any change in the constitution or control of, or the insolvency of, or bankruptcy, winding-up or analogous proceedings relating to the Seller;

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	(c)		the taking, variation, renewal or release of, or neglect to perfect or enforce this agreement, or any right, guarantee, remedy or security from or against the Seller or any other person;
	(d)		any variation or change to the terms of this agreement; or
	(e)		any unenforceability or invalidity of any obligation of the Seller, so that this Agreement shall be construed as if there were no such unenforceability or invalidity;

		provided, however, neither the Buyer nor any member of the Buyer’s Group shall have any greater rights against the Seller’s Guarantor than they have against the Seller under this Agreement.
14.3		Until all amounts which may be or become payable under this agreement have been irrevocably paid in full, the Seller’s Guarantor shall not as a result of this agreement or any payment or performance under this agreement be subrogated to any right or security of the Buyer or claim or prove in competition with the Buyer or any Group Company against the Seller or any other person or claim any right of contribution, set-off or indemnity.
14.4		The Seller’s Guarantor will not take or hold any security from the Seller in respect of this Agreement and any such security which is held in breach of this provision will be held by the Seller’s Guarantor in trust for the Buyer.
14.5		The provisions of this clause may with the prior written consent of the Buyer and, subject to paragraph (b) below, be enforced by any Group Company against the Seller’s Guarantor under the Contracts (Rights of Third Parties) Xxx 0000.

	(a)		No Group Company shall have any greater rights against the Seller’s Guarantor than they have against the Seller under this agreement.
	(b)		The provisions of this clause may be varied or terminated by agreement between the Seller and the Buyer (and the Buyer may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by this clause) without the consent of any Group Company.

14.6		The Seller’s Guarantor must reimburse the Buyer and each Group Company for all legal and other costs (including VAT to the extent irrecoverable) incurred by the Buyer or that Group Company in connection with the enforcement of the Seller’s Guarantor’s obligations under this Agreement.
14.7		The Seller’s Guarantor warrants to the Buyer that:

	(a)		it has the power to execute and deliver this Agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
	(b)		this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms;
	(c)		the execution and delivery by the Seller’s Guarantor of this Agreement and the performance of its obligations under it do not and will not violate or conflict with or constitute a default under any law, rule or regulation applicable to it, any provisions of its constitutional documents, any order or judgment of any court or other agency or government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; and

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	(d)		all authorisations from, and all notices or filings with, any governmental or other authority that are necessary to enable the Seller’s Guarantor to execute, deliver and perform its obligations under this Agreement have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with;
	(e)		no order has been made and no resolution has been proposed or passed for the winding up of or for a provisional liquidator to be appointed in respect of the Seller’s Guarantor and no petition has been presented for the purpose of winding up the Seller’s Guarantor;
	(f)		no administration order has been made in respect of the Seller’s Guarantor and no petition or other application to the court for such an order has been presented or made and no administrator has been appointed (or notice of intention so to appoint filed in court) in respect of the Seller’s Guarantor;
	(g)		no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Seller’s Guarantor or in respect of all or any material part of the Seller’s Guarantor’s assets;
	(h)		no voluntary arrangement has been proposed under section 1 of the Insolvency Xxx 0000 in respect of the Seller’s Guarantor;
	(i)		no distress, execution or other process has been levied or threatened in respect of any of the Seller’s Guarantor’s assets;
	(j)		No event analogous to any of the circumstances mentioned in any of the foregoing sub-paragraphs 14.7(e) to 14.7(i) has occurred in relation to the Seller’s Guarantor outside England.

15		Buyer’s Guarantee
15.1		The Buyer’s Guarantor unconditionally and irrevocably:

	(a)		guarantees to the Seller the payment when due of all amounts payable by the Buyer under or pursuant to this Agreement;
	(b)		undertakes to procure that the Buyer will perform when due all its obligations under or pursuant to this Agreement;
	(c)		agrees that if and each time that the Buyer fails to make any payment when it is due under or pursuant to this Agreement, the Buyer’s Guarantor shall on demand (without requiring the Seller or any member of the Seller’s Group first to take steps against the Buyer or any other person) pay that amount to the Seller as if it were the principal obligor in respect of that amount; and
	(d)		agrees as if it were the principal obligor to indemnify the Seller against all losses and damages sustained by the Seller or any member of the Seller’s Group flowing from any non-payment or default of any kind by the Buyer under or pursuant to this Agreement.

15.2 The Buyer’s Guarantor’s obligations under this clause will not be affected by:

(a) any time or indulgence granted to, or composition with, the Buyer or any other person;

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	(b)		any intermediate payment or settlement of account or by any change in the constitution or control of, or the insolvency of, or bankruptcy, winding-up or analogous proceedings relating to the Buyer;
	(c)		the taking, variation, renewal or release of, or neglect to perfect or enforce this agreement, or any right, guarantee, remedy or security from or against the Buyer or any other person;
	(d)		any variation or change to the terms of this agreement; or
	(e)		any unenforceability or invalidity of any obligation of the Buyer, so that this Agreement shall be construed as if there were no such unenforceability or invalidity;

		provided, however, neither the Seller nor any member of the Seller’s Group shall have any greater rights against the Buyer’s Guarantor than they have against the Buyer under this Agreement..
15.3		Until all amounts which may be or become payable under this agreement have been irrevocably paid in full, the Buyer’s Guarantor shall not as a result of this agreement or any payment or performance under this agreement be subrogated to any right or security of the Seller or claim or prove in competition with the Seller or any Group Company against the Buyer or any other person or claim any right of contribution, set-off or indemnity.
15.4		The Buyer’s Guarantor will not take or hold any security from the Buyer in respect of this Agreement and any such security which is held in breach of this provision will be held by the Buyer’s Guarantor in trust for the Seller.
15.5		The provisions of this clause may with the prior written consent of the Seller and, subject to paragraph (b) below, be enforced by any member of the Seller’s Group against the Buyer’s Guarantor under the Contracts (Rights of Third Parties) Xxx 0000.

	(a)		No member of the Seller’s Group shall have any greater rights against the Buyer’s Guarantor than they have against the Buyer under this agreement.
	(b)		The provisions of this clause may be varied or terminated by agreement between the Seller and the Buyer (and the Seller may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by this clause) without the consent of any member of the Seller’s Group.

15.6		The Buyer’s Guarantor must reimburse the Seller and each member of the Seller’s Group for all legal and other costs (including VAT to the extent irrecoverable) incurred by the Seller or that member of the Seller’s Group in connection with the enforcement of the Buyer’s Guarantor’s obligations under this Agreement.
15.7		The Buyer’s Guarantor warrants to the Seller that:

	(a)		it has the power to execute and deliver this Agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
	(b)		this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms;
	(c)		the execution and delivery by the Buyer’s Guarantor of this Agreement and the performance of its obligations under it do not and will not violate or conflict with or

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			constitute a default under any law, rule or regulation applicable to it, any provisions of its constitutional documents, any order or judgment of any court or other agency or government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; and
	(d)		all authorisations from, and all notices or filings with, any governmental or other authority that are necessary to enable the Buyer’s Guarantor to execute, deliver and perform its obligations under this Agreement have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.
	(e)		no order has been made and no resolution has been proposed or passed for the winding up of or for a provisional liquidator to be appointed in respect of the Buyer’s Guarantor and no petition has been presented for the purpose of winding up the Buyer’s Guarantor;
	(f)		no administration order has been made in respect of the Buyer’s Guarantor and no petition or other application to the court for such an order has been presented or made and no administrator has been appointed (or notice of intention so to appoint filed in court) in respect of the Buyer’s Guarantor;
	(g)		no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Buyer’s Guarantor or in respect of all or any material part of the Buyer’s Guarantor’s assets;
	(h)		no voluntary arrangement has been proposed under section 1 of the Insolvency Xxx 0000 in respect of the Buyer’s Guarantor;
	(i)		no distress, execution or other process has been levied or threatened in respect of any of the Buyer’s Guarantor’s assets;
	(j)		No event analogous to any of the circumstances mentioned in any of the foregoing sub-paragraphs 15.7(e) to 15.7(i) has occurred in relation to the Buyer’s Guarantor outside England.

16		Confidentiality
16.1		In this clause 16, the following expressions have the meanings given to them:
		Confidential Information means information relating to the terms and provisions of, and negotiations leading to, this Agreement and the other Transaction Documents.
16.2		Subject to clause 16.4 and 18.4 (Announcements), the Buyer undertakes to the Seller (for itself and as trustee for each member of the Seller’s Group) that it shall not (and shall procure that no member of the Buyer’s Group (including each Group Company) shall) at any time directly or indirectly, whether by himself/itself, his/its employees or agents or otherwise howsoever without the consent of the Seller use, whether on its own behalf or on behalf of any other person, or divulge to any other person, any Confidential Information.
16.3		Subject to clause 16.4 and 18.4 (Announcements), the Seller undertakes to the Buyer (for itself and as trustee for each member of the Buyer’s Group) that it shall not (and shall procure that no member of the Seller’s Group shall) at any time directly or indirectly, whether by himself/itself, his/its employees or agents or otherwise howsoever without the consent of the

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		Buyer use, whether on its own behalf or on behalf of any other person, or divulge to any other person, any Confidential Information.
16.4		The restrictions in clauses 16.2 and 16.3 will not apply:

	(a)		in respect of any Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement;
	(b)		to the extent that the Buyer and/or the Seller (as the case may be) is required to disclose Confidential Information by any applicable law or regulatory body or the rules of any Authority provided that, the Buyer or the Seller (as the case may be) shall, where practicable and lawful to do so, promptly notify the other of the requirement to disclose and shall co-operate with the other party regarding the timing and content of such disclosure and any action the other party may reasonably elect to take to challenge the validity of such requirement; or
	(c)		to the disclosure of Confidential Information to an adviser for the purposes of advising the Buyer and/or the Seller (as the case may be) in connection with the transaction contemplated by this Agreement provided that such disclosure is necessary for these purposes and is on the basis that clause 16.2 or 16.3 (as appropriate) applies to such disclosure.

16.5 The Seller and the Seller’s Guarantor shall and shall procure that if, after Completion, any member of the Seller’s Group holds confidential information relating to the Business or any Group Company (Target Confidential Information), such Target Confidential Information shall be kept confidential and the Seller shall and shall procure that any member of the Seller’s Group shall to the extent reasonably practicable and as soon as reasonably practicable deliver such Target Confidential Information to the Buyer or destroy it, in each case without retaining copies save that:

	(a)		the Seller shall be permitted to retain and use, provided it is kept confidential, any Target Confidential Information or copies of Target Confidential Information to the extent to which it relates to, or includes or incorporates information relating to the business of the Seller’s Group and cannot reasonably be extracted (including without limitation, any documents, deeds or agreements under which any member of the Seller’s Group has continuing rights, obligations or liabilities) and the Seller shall not be required to deliver such information to the Buyer;
	(b)		the Seller shall be permitted to retain and use any know-how which, prior to the date of this Agreement, has been shared by Group Companies with other members of the Seller’s Group relating to the operation and management of a pay day lending business;
	(c)		in respect of electronically held data, the obligation to return or destroy Target Confidential Information shall be an obligation to use all reasonable endeavours to return or destroy such data, but shall not require the return or destruction of such data to the extent it exists as part of routine back-up procedures provided that any such retained Target Confidential Information is kept confidential;
	(d)		the provisions of clause 16.5 shall not apply in respect of any Target Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement;

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	(e)		the provisions of clause 16.5 shall not apply to the extent that the Seller is required to retain or disclose Target Confidential Information by any applicable law or regulatory body or the rules of any Authority provided that any Target Confidential Information retained pursuant to this paragraph will be kept confidential;
	(f)		the provisions of clause 16.5 shall not apply to the disclosure of Target Confidential Information to an adviser for the purposes of advising the Seller in connection with the transaction contemplated by this Agreement, provided that any such adviser has first agreed to keep confidential any Target Confidential Information disclosed to it.

16.6 The Buyer and the Buyer’s Guarantor shall and shall procure that if this Agreement is not completed in accordance with its terms and any member of the Buyer’s Group holds confidential information relating to the Business or any Group Company, including all material in the Data Room and all Evaluation Material as defined in the Confidentiality Agreement dated 13 July 2010 (Target Confidential Information), such Target Confidential Information shall be kept confidential and the Buyer shall and shall procure that any member of the Buyer’s Group shall to the extent reasonably practicable and as soon as reasonably practicable deliver such Target Confidential Information to the Seller or destroy it, in each case without retaining copies save that :

	(a)		in respect of electronically held data, the obligation to return or destroy Target Confidential Information shall be an obligation to use all reasonable endeavours to return or destroy such data, but shall not require the return or destruction of such data to the extent it exists as part of routine back-up procedures provided that any such retained Target Confidential Information is kept confidential and is not used by the any member of the Buyer’s Group;
	(b)		the provisions of clause 16.6 shall not apply in respect of any Target Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement;
	(c)		the provisions of clause 16.6 shall not apply to the extent that the Buyer is required to retain or disclose Target Confidential Information by any applicable law or regulatory body or the rules of any Authority provided that any Target Confidential Information retained pursuant to this paragraph will be kept confidential; and
	(d)		the provisions of clause 16.6 shall not apply to the disclosure of Target Confidential Information to an adviser for the purposes of advising the Buyer in connection with the transaction contemplated by this Agreement provided that any such adviser has first agreed to keep confidential any Target Confidential Information disclosed to it.

		The Buyer further undertakes to the Seller (for itself and as trustee for each member of the Seller’s Group) that if this Agreement is not completed in accordance with its terms it shall not (and shall procure that no member of the Buyer’s Group shall) at any time directly or indirectly, whether by himself/itself, his/its employees or agents or otherwise howsoever use, whether on its own behalf or on behalf of any other person, any Target Confidential Information.
16.7		The Seller and the Seller’s Guarantor shall and shall procure that if this Agreement is not completed in accordance with its terms and any member of the Seller’s Group holds confidential information relating to the Buyer or the Buyer’s Group (Buyer Confidential Information), such Buyer Confidential Information shall be kept confidential and the Seller shall and shall procure that any member of the Seller’s Group shall to the extent reasonably

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practicable and as soon as reasonably practicable deliver such Buyer Confidential Information to the Buyer or destroy it, in each case without retaining copies save that:

	(a)		in respect of electronically held data, the obligation to return or destroy Buyer Confidential Information shall be an obligation to use all reasonable endeavours to return or destroy such data, but shall not require the return or destruction of such data to the extent it exists as part of routine back-up procedures provided that any such retained Buyer Confidential Information is kept confidential and is not used by the any member of the Seller’s Group;
	(b)		the provisions of clause 16.7 shall not apply in respect of any Buyer Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement;
	(c)		the provisions of clause 16.7 shall not apply to the extent that the Seller is required to retain or disclose Buyer Confidential Information by any applicable law or regulatory body or the rules of any Authority provided that any Buyer Confidential Information retained pursuant to this paragraph will be kept confidential; and
	(d)		the provisions of clause 16.7 shall not apply to the disclosure of Buyer Confidential Information to an adviser for the purposes of advising the Seller in connection with the transaction contemplated by this Agreement provided that any such adviser has first agreed to keep confidential any Target Confidential Information disclosed to it.

		The Seller further undertakes to the Buyer (for itself and as trustee for each member of the Buyer’s Group) that if this Agreement is not completed in accordance with its terms it shall not (and shall procure that no member of the Seller’s Group shall) at any time directly or indirectly, whether by himself/itself, his/its employees or agents or otherwise howsoever use, whether on its own behalf or on behalf of any other person, any Buyer Confidential Information.
17		Payments
17.1		Any amounts payable to the Seller pursuant to this Agreement must be paid by electronic funds transfer for same day value into the following account of the Seller’s Solicitors (or any other account that may be notified to the Buyer in writing by the Seller for this purpose from time to time):

Account name:		Xxxxxxxxx Xxxxxxx LLP General USD Account
Name of bank:		Royal Bank of Scotland
Bank address:		Xx Xxx Xxxxxx, Xxxxxxxxxx X00 0XX
Sort code:		16-00-02
Account number:		XXXXXXXX-XXXX
		XXXX XXXX XXXX XXXX XXXX XXXX XX
		XXXXX XXXX XXXX

17.2		The Seller’s Solicitors are irrevocably authorised by the Seller to receive any amount payable to the Seller and receipt of any amount in any account provided by clause 17.1 will be a valid discharge for the Buyer for the amount.
18		General
18.1		Process Agents

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	(a)		The Seller’s Guarantor hereby appoints CompuCredit UK Limited of 0xx Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxx XX00 0XX as its process agent to receive on its behalf service of process in any proceedings in England. Such service shall be deemed complete on the delivery to the process agent (whether or not it is forwarded to and received by the Seller’s Guarantor). If the process agent ceases to act, or becomes incapable of acting, or the process agent no longer has an address in England, the Seller’s Guarantor agrees to appoint a substitute process agent who has an address in England and to deliver a copy of the new process agent’s acceptance of that appointment to the Buyer within 30 days of that appointment.
	(b)		The Seller hereby appoints CompuCredit UK Limited of 0xx Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxx XX00 0XX as its process agent to receive on its behalf service of process in any proceedings in England. Such service shall be deemed complete on the delivery to the process agent (whether or not it is forwarded to and received by the Seller). If the process agent ceases to act, or becomes incapable of acting, or the process agent no longer has an address in England, the Seller agrees to appoint a substitute process agent who has an address in England and to deliver a copy of the new process agent’s acceptance of that appointment to the Buyer within 30 days of that appointment.
	(c)		The Buyer’s Guarantor hereby appoints the Buyer as its process agent to receive on its behalf service of process in any proceedings in England. Such service shall be deemed complete on the delivery to the process agent (whether or not it is forwarded to and received by the Buyer’s Guarantor). If the process agent ceases to act, or becomes incapable of acting, or the process agent no longer has an address in England, the Buyer’s Guarantor agrees to appoint a substitute process agent who has an address in England and to deliver a copy of the new process agent’s acceptance of that appointment to the Buyer within 30 days of that appointment.

18.2 Notices:

	(a)		Any notice under this Agreement will be effective only if it is in writing. Notices given by e-mail or any other form of non-permanent display will not be effective, even if actually given.
	(b)		References to a notice under this Agreement include any notice, claim, demand or other document to be delivered to any party in connection with this Agreement or any dispute arising in connection with this Agreement.
	(c)		Any notice under this Agreement must be in English.
	(d)		Notice details for the parties are as follows:

(i) in the case of the Seller, to the Seller’s Process agent with a copy to:

Address:		CompuCredit International Holdings B.V.
		c/o Equity Trust Co. N.V.
		Strawinskylaan 3105
		1077 ZX Amsterdam
		The Netherlands
Fax:		+31-(0)00-000 0000

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Attention:		The Directors
and:
		CompuCredit Holdings Corporation
Address:		0 Xxxxxxxxx Xxxxxxx X.X.
		Xxxxx 000
		Xxxxxxx, XX 00000
Fax:		x0 000 000 0000
Attention:		General Counsel

(ii) in the case of the Seller’s Guarantor to the Seller’s Guarantor’s Process agent with a copy to:

Address:		CompuCredit Holdings Corporation
		0 Xxxxxxxxx Xxxxxxx X.X.
		Xxxxx 000
		Xxxxxxx, XX 00000
Fax:		x0 000 000 0000
Attention:		General Counsel

(iii) in the case of the Seller’s Process Agent:

Address:		0xx Xxxxx Xxxx Xxxxx Xxxxxx Xxx
		Xxxxxxx Xxxxxx XX00 0XX
Fax:		00000 000000
Attention:		Xxxxx Xxxxxxx
with a copy to:
CompuCredit Holdings Corporation
0 Xxxxxxxxx Xxxxxxx X.X.
Xxxxx 000
Xxxxxxx, XX 00000
Fax: x0 000 000 0000
Attention: General Counsel

(iv) in the case of the Seller’s Guarantor’s Process Agent:

Address:		0xx Xxxxx Xxxx Xxxxx Xxxxxx
		Xxx Xxxxxxx Xxxxxx XX00 0XX

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Fax:		00000 000000
Attention:		Xxxxx Xxxxxxx
with a copy to:
CompuCredit Holdings Corporation
0 Xxxxxxxxx Xxxxxxx X.X.
Xxxxx 000
Xxxxxxx, XX 00000
Fax: x0 000 000 0000
Attention: General Counsel

(v) in the case of the Buyer

Address:		Castlebridge Office Village
		Xxxxxxx Xxxxx, Xxxxxx Xxxxxx
		Xxxxxxxxxx XX0 0XX
Fax:		0000 000 0000
Attention:		Xxxxxx Xxxxxxx, Managing Director
with a copy to:		Dollar Financial Group, Inc.
Address:		0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxx, XX 00000
Fax:		x0 000 000 0000
Attention:		General Counsel

(vi) in the case of the Buyer’s Guarantor to the Buyer’s Guarantor’s Process Agrent with a copy to:

Address:		0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxx, XX 00000
Fax:		x0 000 000 0000
Attention:		General Counsel

(vii) in the case of the Buyer’s Guarantor’s Process Agent:

Address:		Castlebridge Office Village
		Xxxxxxx Xxxxx, Xxxxxx Xxxxxx
		Xxxxxxxxxx XX0 0XX

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Fax:		0000 000 0000
Attention:		Xxxxxx Xxxxxxx, Managing Director

			A party may change its notice details for the purpose of this clause 18.1 by giving notice to all the other parties in accordance with this clause 18.1.
	(e)		In proving the giving of a notice, it will be conclusive evidence to prove:

	(i)		if delivered by hand, that it was left at the relevant address;
	(ii)		if sent by post, that it was properly addressed and posted; or
	(iii)		if sent by fax, that a fax transmission report was obtained by the sender confirming the fax transmission to the relevant number,
	(iv)		in each case in accordance with the relevant details set out above.

(f) In the absence of evidence of earlier receipt, if a notice is:

(i) delivered by hand:

	(A)		between 9.00 am and 5.00 pm (such time being determined by reference to the location of the recipient) on a Business Day (such time period being referred to as within Business Hours), it will be deemed received when so delivered; or
	(B)		outside Business Hours, it will be deemed received at 9.00 am (such time being determined by reference to the location of the recipient) on the next Business Day after the time of delivery;

(ii) sent by post:

	(A)		on a Business Day, it will be deemed received at 9.00 am (such time being determined by reference to the location of the recipient) time on the second Business Day after the day on which it was posted; or
	(B)		not on a Business Day, it will be deemed received at 9.00 am (such time being determined by reference to the location of the recipient) on the third Business Day after the day on which it was posted; or

(iii) sent by fax:

	(A)		during Business Hours (being determined by reference to the location of the recipient), it will be deemed received when so delivered; or
	(B)		outside Business Hours (being determined by reference to the location of the recipient), it will be deemed received at 9.00 am (such time being determined by reference to the location of the recipient) on the next Business Day after the time that the fax was sent to the relevant number.

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18.3 Assignment and third party rights:

	(a)		Subject to sub-clauses (b), (c) and (d) below, no right or obligation arising under this Agreement or any other Transaction Document may be assigned, transferred or otherwise disposed of, in whole or in part, without the prior written agreement of the other parties and provided that the liability of the Seller is not thereby increased.
	(b)		The Seller may assign the benefit of this Agreement to any member of the Seller’s Group. However, the assignee will only be entitled to enforce the benefit assigned to it while it remains a member of the Seller’s Group. Before the assignee ceases to be a member of the Seller’s Group, the Seller shall procure that the assignee reassigns the benefit that has been assigned to it under this clause to the Seller (or another member of the Seller’s Group).
	(c)		The Buyer may assign the benefit of this Agreement to any member of the Buyer’s Group. However, the assignee will only be entitled to enforce the benefit assigned to it while it remains a member of the Buyer’s Group. Before the assignee ceases to be a member of the Buyer’s Group, the Buyer shall procure that the assignee reassigns the benefit that has been assigned to it under this clause to the Buyer (or another member of the Buyer’s Group).
	(d)		If there is an assignment or encumbrance by a party as permitted by this clause 18.3, the amount of loss or damage recoverable by the assignee or encumbrancer will be calculated as if that person had been originally named as a party to this Agreement.
	(e)		A party shall immediately give the other parties notice of any action taken by it in accordance with this clause 18.3.
	(f)		References in this Agreement to a party will, except where the context requires otherwise, include its successors in title and permitted assignees.
	(g)		Unless this Agreement expressly states otherwise:

	(i)		a person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000; and
	(ii)		if a person who is not a party to this Agreement is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Xxx 0000, the parties may rescind or vary this Agreement (and any of the Transaction Documents) without the consent of that person.

18.4 Announcements:

	(a)		Subject to clause 18.2(b) no announcement, communication or circular in connection with the existence or the subject matter of this Agreement (or any other Transaction Document) shall be made or issued by or on behalf of a party without the prior written approval of the other parties.
	(b)		Clause 18.4(a) does not apply to:

	(i)		the Buyer Announcement;
	(ii)		the Seller Announcement; or
	(iii)		to any public announcement, communication or circular:

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	(A)		made or issued by the Buyer after Completion to a customer, client or supplier of any Group Company solely for the purposes of informing it of the Buyer’s purchase of the Sale Shares; or
	(B)		required to be made by any applicable law or regulatory body or the rules of any Authority, by the party with an obligation to make an announcement, provided that, the Buyer or the Seller (as the case may be) shall, where practicable and lawful to do so, promptly notify the other of the requirement to disclose and shall co-operate with the other party regarding the timing and content of such disclosure and any action the other party may reasonably elect to take to challenge the validity of such requirement. The Buyer and the Seller each acknowledge that they will each be required to make an announcement regarding the signing of this Agreement and in due course, Completion.

18.5 Entire Agreement:

	(a)		This Agreement (with the other Transaction Documents) sets out the entire agreement and understanding between the parties in connection with the sale and purchase of the Sale Shares and other matters described in them.
	(b)		Without prejudice to the generality of clause 18.5(a), this Agreement (with the other Transaction Documents) supersedes as from the date of this Agreement all prior negotiations, representations, undertakings and agreements on any subject matter of this Agreement.
	(c)		Each of the parties acknowledges that it is not relying on any statement, warranty, representation, collateral contract or other assurance given or made by any of the parties in relation to the subject matter of this Agreement, save for those expressly set out in this Agreement and the other Transaction Documents. Each party waives all rights and remedies which, but for this clause 18.5(c), might otherwise be available to it in respect of any such statement, warranty, representation, collateral contract or other assurance not set out in this Agreement or any other Transaction Document. Nothing in this clause 18.5(c) will exclude or limit any liability for fraud.

18.6		Alterations: Any alteration to this Agreement must be in writing, refer specifically to this Agreement and be duly executed by each party.
18.7		Severability: If any provision in this Agreement is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, such provision will to that extent be deemed not to form part of this Agreement but the validity, legality and enforceability of the remainder of this Agreement will not be affected, provided that the operation of this clause 18.7 would not negate the commercial intent and purpose of the parties in entering into this Agreement.
18.8		Counterparts: This Agreement may be entered into in the form of two or more counterparts, each executed by one or more of the parties but, taken together, executed by all and, provided that all the parties so enter into this Agreement, each of the executed counterparts, when duly exchanged and delivered, will be deemed to be an original, but, taken together, they will constitute one instrument.
18.9		Payment of costs: Except where this Agreement or another Transaction Document provides otherwise, each party shall pay its own costs and expenses incurred in relation to the

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		negotiation, preparation and completion of this Agreement and each Transaction Document. The Buyer shall be liable for and shall pay any stamp duty payable in respect of the entry into this Agreement or any transfer of shares pursuant to this Agreement. The Seller shall be liable for and shall, immediately after Completion, pay any stamp duty payable in respect of the acquisition of MEM Holdings Shares pursuant to the Minority SPA.
18.10		Continuing effect of this Agreement: All provisions of this Agreement and any other Transaction Document will, so far as they are capable of being performed or observed, continue in full force notwithstanding Completion, except for those matters then already performed and Completion will not constitute a waiver of any of the Buyer’s rights in relation to this Agreement or any other Transaction Document.
19		Choice of law and submission to jurisdiction
		Choice of law
19.1		This Agreement will be governed by and construed in accordance with English law and all claims and disputes (including non-contractual claims and disputes) arising out of or in connection with this Agreement, its subject matter, negotiation or formation will be determined in accordance with English law.
19.2		Each party irrevocably submits to the exclusive jurisdiction of the English courts in relation to all matters (including non-contractual matters) arising out of or in connection with this Agreement.

Executed as a Deed by the parties or their duly authorised representatives on the date of this Agreement.

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Schedule 1)

The Group

Part 1 — The Company

Name:		Purpose UK Holdings Limited
Incorporation details:		Registered in England and Wales, number 6045943 on 9 January 2007
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£17,010,250 divided into 1,025,000 ordinary shares of £0.01 each and 17,000,000 redeemable preference shares of £1 each
Shareholders:		CCRT International Holdings B.V. —   1,021,215 ordinary shares of £0.01 each 15,094,229 redeemable preference shares of £1 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion) Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion) Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December

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Part 2 — Subsidiaries and subsidiary undertakings of the Company

Name:		MEM Holdings Limited
Incorporation details:		Registered in England and Wales, number 6782981 on 5 January 2009
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£1,000,100 divided into 760,000 A ordinary shares of £0.0001 each, 39,118 B ordinary shares of £0.0001 each, 200,882 C ordinary shares of £0.0001 each and 1,000,000 deferred shares of £1 each
Shareholders:		Purpose UK Holdings Limited —
		760,000 A ordinary shares of £0.0001 each
		60,265 C ordinary shares of £0.0001 each
		Xxxxxxx Xxxxxx — 17,301 B ordinary shares of £0.0001 each
		Xxxxxx Xxxxxxxxxxx — 6,817 B ordinary shares of £0.0001 each
		Xxxxx Xxxxxx — 5,000 B ordinary shares of £0.0001 each
		Xxxx XxXxxxxx — 140,617 C ordinary shares of £0.0001 each
		Xxx Xxxxx — 10,000 B ordinary shares of £0.0001 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
		Xxxx XxXxxxxx (resigning at Completion)
Secretary:		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December
Charges:		Unlimited composite guarantee with accession granted to National Westminster Bank PLC dated 7 May 2010 - Charge to remain following Completion

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Name:		MEM Capital Limited
Incorporation details:		Registered in England and Wales, number 5164798 on 28 June 2004
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£21,000,000 divided into 20,000,000 ordinary shares of £0.05 each and 20,000,000 preference shares of £1 each
Shareholders:		Purpose UK Holdings Limited — 300,000 preference shares of £1 each
		MEM Holdings Limited — 985,224 ordinary shares of £0.05 each
		Rentassured Limited — 89,040 ordinary shares of £0.05 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
		Xxxx Xxxxx McCrarren (resigning at Completion)
		Xxxx XxXxxxxx (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December
Charges:		Unlimited composite guarantee with accession granted to National Westminster Bank PLC dated 7 May 2010 — Charge to remain following Completion

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Name:		Inventive Finance Limited
Incorporation details:		Registered in England and Wales, number 6021856 on 7 December 2006
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£1,000 divided into 1,000 ordinary shares of £1 each
Shareholders:		MEM Capital Limited — 100 ordinary shares of £1 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
		Xxxx XxXxxxxx (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December
Charges:		Unlimited composite guarantee with accession granted to National Westminster Bank PLC dated 7 May 2010 - Charge to remain following Completion

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Name:		MEM Consumer Finance Limited
Incorporation details:		Registered in England and Wales, number 4786727 on 4 June 2003
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£500,000 divided into 500,000 ordinary shares of £1 each
Shareholders:		MEM Capital Limited — 300,100 ordinary shares of £1 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
		Xxxx Xxxxx McCrarren (resigning at Completion)
		Xxxx XxXxxxxx (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December
Charges:		Unlimited composite guarantee with accession granted to National Westminster Bank PLC dated 7 May 2010 — Charge to remain following Completion

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Name:		Purpose Acquisitions Company Limited
Incorporation details:		Registered in England and Wales, number 6138327 on 5 March 2007
Registered office:		Witan Gate House
		000-000 Xxxxx Xxxx Xxxx
		Xxxxxx Xxxxxx
		Xxxxxxxxxxxxxxx
		XX0 0XX
Authorised share capital:		£7,010,250 divided into 5,010,250 ordinary shares of £1 each and 2,000,000 redeemable preference shares of £1 each
Shareholders:		MEM Holdings Limited — 2,983,851 ordinary shares of £1 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Xxxx Xxxxxxx LLP
Accounting reference date:		31 December

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Name:		Rentassured Limited
Incorporation details:		Registered in Edinburgh, number SC116514 on 1 March 1989
Registered office:		000 Xx Xxxxxxx Xxxxxx
		Xxxxxxx
		X0 0XX
Authorised share capital:		£100,000 divided into 100,000 ordinary shares of £1 each
Shareholders:		Purpose Acquisitions Company Limited — 30,000 ordinary shares of £1 each
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
Secretary:		Xxxxxx Xxxxx Xxxxx (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		Exempt from audit under s477 Companies Xxx 0000
Accounting reference date:		31 December

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Name:		Xxxxxx Xxx Limited
Incorporation details:		Registered in England and Wales, number 5396605 on 17 March 2005
Registered office:		000 Xxxxxxxxxx Xxxxxx Xxxx
		Xxxxxx XX0X 0XX
Authorised share capital:		2 ordinary shares of £1 each
Shareholders:		MEM Capital Limited
Directors:		Xxxx Xxxxxxx Xxxxx (resigning at Completion)
		Xxxxxxx Xxxxxxxx House JR (resigning at Completion)
		Xxxxxx Xxxxxxxxxxx (resigning at Completion)
		Xxxx XxXxxxxx (resigning at Completion)
Secretary:		Xxxxx Xxxxxx (resigning at Completion)
Auditors:		Exempt from audit under s477 Companies Xxx 0000
Accounting reference date:		31 March

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Schedule 2)

Completion matters

1		Documents and other items to be delivered by the Seller
1.1		At Completion, the Seller shall deliver (or ensure delivery of) the following documents and other items to the Buyer:

	(a)		duly executed stock transfer forms for the Sale Shares in favour of the Buyer;
	(b)		a copy of the letter to be submitted by the Seller, on the Completion Date, to the Stamp Office in connection with the payment of stamp duty on the acquisition of MEM Holdings Shares pursuant to the Minority SPA;
	(c)		share certificate(s) for the PUK Shares or an indemnity for any lost share certificate in the Agreed Form;
	(d)		share certificates for all shares in any subsidiary of the Company or an indemnity for any lost share certificate in the Agreed Form (excluding for the avoidance of doubt any certificate or indemnity for the MEM Holdings Shares);
	(e)		a counterpart of the MEM US Licence duly executed by Direct MicroLoans LLC,
	(f)		a counterpart of all other Transaction Documents to which it is a party;
	(g)		a counterpart of the CompuCredit Restrictive Covenant duly executed by the Seller’s Guarantor;
	(h)		a fully executed copy of the Xxxx XxXxxxxx Compromise Agreement;
	(i)		a counterpart of the Xxxx XxXxxxxx Restrictive Covenant duly executed by Xxxx XxXxxxxx;
	(j)		as agent for each relevant Group Company:

	(i)		the statutory and minute books for each Group Company;
	(ii)		the common seal each of Purpose Acquisition Company Limited and Purpose UK Holdings Limited;
	(iii)		the certificate of incorporation and any certificates of incorporation on change of name of each Group Company; and
	(iv)		copies of the memorandum and articles of association of each Group Company;

	(k)		written resignations in the Agreed Form from each director and each secretary of each Group Company identified in schedule 1 as resigning on Completion from their respective offices and employments with the relevant Group Company;
	(l)		evidence in a form satisfactory to the Buyer that all Guarantees given by any Group Company for liabilities of any member of the Sellers’ Group have been released;

39

	(m)		evidence that all Security Interests granted by any Group Company over all or part of its assets or undertaking excluding those listed in schedule 1 have been released;
	(n)		the deeds and documents of title for the Properties;
	(o)		a duty executed and completed Internal Revenue Service form 8832 for Xxxxxx Xxx on which Xxxxxx Xxx elects to be treated as a disregarded entity for US tax purposes, effective from a date that is prior to the Closing Date, and a U.S. postal certified receipt that evidences mailing the form within 75 days from the chosen effective date;
	(p)		a duty executed and completed Internal Revenue Service form 8832 for the Seller, on which the Seller elects to be treated as a disregarded entity for US tax purposes, effective for a date that is prior to the Closing Date, but within 75 days of the Closing Date.

2		Obligations of the Seller
2.1		At Completion, the Seller shall procure that a duly convened and quorate board meeting of the each Group Company is held at which:

	(a)		the transfers of the Sale Shares are resolved to be registered (subject only to their being duly stamped);
	(b)		the following persons are validly appointed as additional directors of the relevant Group Company specified below:

Name of new director		Name of Group Company
Xxxxxxx Xxxxx		Each Group Company
Xxxxx Xxxxxxxxx		Each Group Company
Xxx X. Xxxxxxx		Each Group Company

	(c)		on the appointments referred to in paragraph 2.1(b) being made, the persons identified in schedule 1 as resigning on Completion cease to be directors of the relevant Group Company;
	(d)		the following persons are appointed as secretary of the relevant Group Company specified in place of the relevant retiring secretary:

Name of new secretary		Name of Group Company
Xxx X. Xxxxxxx		Each Group Company

	(e)		the execution of all relevant Transaction Documents to which a Group Company is a party is approved; and
	(f)		each member of the Seller’s Group repays all outstanding loans (if any) made to it by a Group Company and outstanding at Completion.

3		Obligations of the Buyer
3.1		At Completion, the Buyer shall:

(a) pay the Purchase Price less the Promissory Note Amount to the Seller in accordance with clause 17.1 (Payments);

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	(b)		procure the repayment of the Promissory Note by the Company by paying an amount equal to the Promissory Note Amount to the Seller (on behalf of the Seller’s Guarantor) in accordance with clause 17.1 (Payments); and
	(c)		deliver to the Seller (or ensure the delivery to the Seller of):

	(i)		a counterpart of the MEM US Licence duly executed by any member of the Buyer’s Group (immediately prior to Completion) which is party to the MEM US Licence;
	(ii)		a duly executed counterpart of the CompuCredit Restrictive Covenant;
	(iii)		a duly executed counterpart of all other Transaction Documents to which it is a party.

4		Joint obligations of the Buyer and the Seller
4.1		At Completion, the Buyer and the Seller shall join in procuring that:

	(a)		all existing bank mandates in force for each Group Company be altered (in such manner as the Buyer requires at Completion) to reflect the resignations and appointments referred to in paragraph 2.1; and
	(b)		the registered office of each Group Company be changed to 0xx Xxxxx, 00 Xxxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX or such other address as the Buyer may notify to the Seller not later than the Business Day prior to the Completion Date.

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Schedule 3.

Warranties

1		General
1.1		Contents of this schedule
		This schedule 3 is set out in the following paragraphs:

	1		General
	2		Accounts and Interim Accounts
	3		Finance, borrowings and liabilities
	4		The Business, trading and disposals
	5		Assets
	6		Directors and employees
	7		Pension arrangements
	8		Information technology
	9		Intellectual property
	10		Property matters and interests in land
	11		Litigation, disputes and investigations
	12		Insurance
	13		Compliance and regulatory
	14		Constitutional and the Seller
	15		Insolvency

2		Accounts and Interim Accounts
2.1		The Accounts:

	(a)		comply with the requirements of the Companies Act;
	(b)		comply with all current statements of standard accounting practice and financial reporting standards applicable to a company incorporated in the United Kingdom and have been prepared in accordance with the historical cost convention; and
	(c)		give a true and fair view of:

	(i)		the state of affairs of the Company as at the Accounts Date; and
	(ii)		the profit or losses of the Company for the financial year ended on that date.

2.2 The Interim Accounts of each Group Company:

	(a)		have been prepared on a basis consistent with the relevant Accounts for such Group Company;
	(b)		give a true and fair view of:

(i) the state of affairs of the relevant Group Company for the fiscal period or partial fiscal period to which they relate;

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(ii) the profit or losses of the relevant Group Company for the fiscal period or partial fiscal period to which they relate.

2.3		The accounting reference date of each member of the Group is 31 December.
2.4		Since the Accounts Date:

	(a)		the Business has been carried on in the ordinary course and in the same manner as immediately before the Accounts Date;
	(b)		no loan or loan capital has been repaid by any Group Company in whole or in part or has become liable to be so repaid;
	(c)		no Group Company has declared, paid or made any dividend or other distribution.

3		Finance, borrowings and liabilities
3.1		Overdraft, loan and other finance facilities
		Full details of all:

	(a)		overdraft, loan and other financial facilities available to each Group Company; and
	(b)		agreements or arrangements for hire or rent, hire-purchase, conditional sale or purchase by way of credit or instalment payment to which any Group Company is a party (each a Lease Agreement), save for Small Lease Agreements (as defined below),

		(including any Security Interest relating to such facilities, agreements or arrangements) and true and correct copies of all documents relating to such facilities, agreements or arrangements are set out in the Data Room.
		For the purposes of this schedule, a Small Lease Agreement is any agreement or arrangement for hire or rent, hire-purchase, conditional sale or purchase by way of credit or instalment payment to which any Group Company is a party where the annual payments thereunder do not exceed £10,000.
3.2		No finder’s fees or brokerage payable by the Group
		No-one is entitled to receive from the Company or any member of the Group any finder’s fee, brokerage or commission or other benefit in connection with the sale of the Sale Shares.
4		The Business, trading and disposals
4.1		Supplier Contracts

	(a)		A schedule of all material supplier agreements pursuant to which the Group obtains goods and services is set out in the Data Room.
	(b)		No distributor, agent or supplier has given written notice to any member of the Group of an intention to cease supplies to the Group or any member of the Group.

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4.2 Customer Loan Agreements and Customers

	(a)		Each Customer Loan Agreement has been originated by MEM as sole principal without any agent lender pursuant to its underwriting, creditworthiness and other policies and procedures as applicable at the relevant time and was opened on the terms of one of the standard form agreements set out in the Data Room. There are no loans taken out prior to 15 July 2010 which remain outstanding that have not been fully provided for in the accounts of MEM.
	(b)		MEM is not in respect of the Customer Loan Agreements involved in any litigation, arbitration or mediation, administrative, or criminal proceedings (apart from (if relevant) the collection of undisputed debts in the ordinary course of the Business), or so far as the Seller is aware any investigation by the Office of Fair Trading or Ombudsman in each case whether as claimant, plaintiff, defendant or otherwise and so far as the Seller is aware no such litigation, arbitration, mediation, administrative or criminal proceedings or investigation in respect of the Customer Loan Agreements is pending.
	(c)		All Customer Accounts have been properly opened, maintained and serviced by MEM in accordance with the applicable Customer Loan Agreements and all payments or monies received by MEM with respect to payment of any Customer borrowings have been properly applied to the relevant Customer Account.
	(d)		MEM has not in the last two years received any written notice of:

	(i)		any allegation that any Customer Loan Agreement does not comply with Part V of the CCA, Financial Services (Distance Marketing) Regulations 2004 Consumer Protection from Unfair Trading Regulations 2008, Electronic Commerce (EC Directive) Regulations 2002 or Data Protection Laws; or
	(ii)		any other dispute with any Customers, including disputes arising out of Data Protection Laws except for collection of undisputed Customer Debts and proceedings for insolvency of Customers.

	(e)		So far as the Seller is aware, each person carrying on credit brokerage as defined in section 145 of the CCA in relation to MEM held any necessary licence under the CCA at the relevant time.
	(f)		MEM is the sole legal and beneficial owner of the Customer Loan Agreements and the receivables and creditor’s rights under the Customer Loan Agreements free from any encumbrances.
	(g)		MEM retains (whether electronically or otherwise) the original Customer Loan Agreement signed by the Customer and on behalf of MEM together with the banking details referred to in it such that MEM is able:

	(i)		to satisfy the requirements of section 77 of the CCA;
	(ii)		to satisfy the requirements for pleading particulars of the Customer Loan Agreement and its terms in court proceedings in the United Kingdom; and
	(iii)		to respond to any claims in connection with the Customer Loan Agreement until the date falling two years after the Customer Loan Agreement has terminated, including any claims under section 140A to 140D of the CCA.

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4.3		Group Trading
		Other than MEM, no Group Company has conducted any business or trading activity in the last three years.
4.4		Restrictions on the Group
		No Group Company is a party to any agreement or arrangement which significantly restricts the fields in which the Group may carry on its business.
4.5		Confidentiality or secrecy arrangements which restrict the Group’s activities
		Save in the normal course of the Business, no member of the Group is a party to any confidentiality or secrecy agreement or undertaking or other arrangement which may restrict its use or disclosure of any information.
4.6		Terms of contracts to which the Group is a party
		No Group Company is a party to any agreement or arrangement which:

	(a)		has been entered into otherwise than on arm’s length terms or outside the ordinary and normal course of business;
	(b)		imposes any commitment on the relevant Group Company to obtain or supply goods or services exclusively from or to any person;
	(c)		contains any commitment for the supply or purchase of goods or services where the supply, purchase or delivery may take place more than 12 months after the time of fixing of the price;
	(d)		is incapable of termination by the relevant Group Company in accordance with its terms on no more than 6 months’ notice; or
	(e)		gives any party an option to acquire or dispose of any asset or requires another person to do so.