Common use of Separate Representation Clause in Contracts

Separate Representation. Each party agrees and acknowledges that it has retained its own legal and tax counsel with respect to the transactions set forth in this Agreement and that it is relying solely on its own advisors with respect to the legal and tax implications of such transactions and not upon any advice from the other party. SELLER: First Alliance Payment Processing, Inc. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Title: Taxpayer ID Number PURCHASER: Calpian, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Chief Executive Officer Agreed and Acknowledged with Respect to Exhibit G hereunder: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx INDEX TO EXHIBITS EXHIBIT A ISO AGREEMENTS* EXHIBIT B XXXX OF SALE AND ASSIGNMENT EXHIBIT C CONSENT OF PROCESSOR* EXHIBIT D SUBSCRIPTION AGREEMENT EXHIBIT E LOCKUP AGREEMENT EXHIBIT F SOLD MERCHANTS* EXHIBIT G OTHER AGREEMENTS* EXHIBIT H [***]* EXHIBIT I ADDITIONAL RESIDUAL PURCHASES EXHIBIT J [***]* EXHIBIT K PRIVACY AND SECURITY REQUIREMENTS * Exhibit Redacted in Full EXHIBIT A ISO AGREEMENTS [***] EXHIBIT B XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment, made January 7, 2011 from First Alliance Payment Processing, Inc. (the “Seller”) to Calpian, Inc. (“Purchaser”), is made with reference to the following facts:

Separate Representation. Each party agrees and acknowledges that it has retained its own legal and tax counsel with respect to the transactions set forth in this Agreement and that it is relying solely on its own advisors with respect to the legal and tax implications of such transactions and not upon any advice from the other party. SELLER: First Alliance Payment ProcessingXxxxxx and Schifrin, Inc. LLC /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Title: Xxxxx Xxxxxxxx, Manager Taxpayer ID Number PURCHASER: Calpian, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Chief Executive Officer Agreed and Acknowledged with Respect to Exhibit G hereunder: [***] /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxx /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx INDEX TO EXHIBITS EXHIBIT A ISO AGREEMENTS* EXHIBIT B XXXX OF SALE AND ASSIGNMENT EXHIBIT C CONSENT OF PROCESSOR* EXHIBIT D SUBSCRIPTION AGREEMENT EXHIBIT E LOCKUP AGREEMENT EXHIBIT F SOLD MERCHANTS* EXHIBIT G OTHER AGREEMENTS* EXHIBIT H [* * ***]* ] EXHIBIT I ADDITIONAL RESIDUAL PURCHASES EXHIBIT J [***]* Reserved for Future Use EXHIBIT K PRIVACY AND SECURITY REQUIREMENTS * Exhibit Redacted in Full EXHIBIT A ISO AGREEMENTS [*** * *] EXHIBIT B XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment, made January 7, 2011 , from First Alliance Payment ProcessingXxxxxx and Schifrin, Inc. LLC (the “Seller”) to Calpian, Inc. (“Purchaser”), is made with reference to the following facts:

Separate Representation. Each party agrees and acknowledges that it has retained its own legal and tax counsel with respect to the transactions set forth in this Agreement and that it is relying solely on its own advisors with respect to the legal and tax implications of such transactions and not upon any advice from the other party. The parties have executed this Residual Purchase Agreement as of the Effective Date set forth above. SELLER: First Alliance Payment ProcessingCalpian Residual Partners V, Inc. L.P. By: /s/ Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Taxpayer ID Number Calpian Residual GP V, LLC General Partner to Calpian Residual Partners V, L.P. PURCHASER: Calpian, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Chief Executive Officer Agreed and Acknowledged with Respect to Exhibit G hereunder: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Director INDEX TO EXHIBITS EXHIBIT A ISO AGREEMENTS* EXHIBIT B XXXX OF SALE AND ASSIGNMENT EXHIBIT C CONSENT OF PROCESSOR* EXHIBIT D SUBSCRIPTION AGREEMENT Reserved EXHIBIT E LOCKUP AGREEMENT Reserved EXHIBIT F SOLD MERCHANTS* EXHIBIT G OTHER AGREEMENTS* Reserved EXHIBIT H [***]* Reserved EXHIBIT I ADDITIONAL RESIDUAL PURCHASES Reserved EXHIBIT J [***]* Reserved EXHIBIT K PRIVACY AND SECURITY REQUIREMENTS * Exhibit Redacted in Full EXHIBIT A ISO AGREEMENTS [*** * *] EXHIBIT B XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment, made January 7, 2011 , from First Alliance Payment ProcessingCalpian Residual Partners V, Inc. L.P. (the “Seller”) to Calpian, Inc. (“Purchaser”), is made with reference to the following facts: