Exhibit 10.3

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.

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			14
	12			Restrictive Covenants			15
	13			Post-Completion matters			16
	14			Seller’s Guarantee			16
	15			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			67
	7			The Properties			84
	8			Taxation			88
				Part 1 — General			88
				Part 2 — Taxation Covenant			98
				Part 3 — Taxation Warranties			101
	9			Company IPR			105
	10			Pre-Completion			106
	11			Completion Statement			110
				Part 1 — General Provisions			113
				Part 3 — Specific Accounting Policies			116
	12			Termination Fee			117

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 5 Concourse Parkway, Suite 400, Atlanta GA 30328, USA (the Seller’s Guarantor);
(3)		Dollar Financial U.K. Limited (No. 03701758) whose registered office is at 6th floor, 77 Gracechurch Street, London EC3V 0AS (Buyer); and
(4)		Dollar Financial Corp., a Delaware corporation whose principal office is at 1436 Lancaster Ave., Suite 300 Berwyn, PA 19312, USA (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

		Buyer’s Solicitors means Allen & Overy LLP of One Bishops Square, London E1 6AD
		Buyer’s Warranties means the warranties given by the Buyer set out in schedule 3
		CCA means the Consumer Credit Act 1974
		Companies Act means the Companies Act 2006
		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 Merrill 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

		(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
		Iain McKenzie Compromise Agreement means the compromise agreement in the Agreed Form to be entered into by Iain McKenzie and MEM Capital Limited
		Iain McKenzie Restrictive Covenant means the restrictive covenant in the Agreed Form to be entered into by Iain McKenzie
		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 pence each and the 140,617 C ordinary shares of 0.01 pence each in the capital of MEM Holdings
		MEM US Licence means the licence in the Agreed Form pursuant to which MEM and Parker Fox will grant 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 Iain McKenzie 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 (www.oft.gov.uk) or, if earlier, written notification to the Buyer
		Ombudsman means the Financial Ombudsman Services established under the Financial Services and Markets Act 2000

		Parker Fox means Parker Fox Limited further details of which are set out in part 2 of schedule 1
		Parker Fox 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 Parker Fox
		Parker Fox Business and Assets means the business, assets and liabilities of Parker Fox
		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 Addleshaw Goddard LLP of Milton Gate, 60 Chiswell Street, London EC1Y 4AG
		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

		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 Act 1986;
	(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:

	(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

			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

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

		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

		(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:

(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.

(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.

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).

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 Parker Fox or the Parker Fox 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 Parker Fox) shall be deemed to be a reference to Parker Fox or the Parker Fox 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 John Davis, Kirsty Auchincloss, Iain McKenzie, David Hughes, Raj Singh and Emma Steeley 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.

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 John Davis, Kirsty Auchincloss, Tim Trailer, Raj Singh, Emma Steeley, Nigel Rheam and Peter Trubshaw
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).

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;

	(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) Act 1999.

	(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

	(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 Act 1986 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;

	(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) Act 1999.

	(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

			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 Act 1986 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

		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;

	(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

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:		Addleshaw Goddard LLP General USD Account
Name of bank:		Royal Bank of Scotland
Bank address:		St Ann Street, Manchester M60 2SS
Sort code:		16-00-02
Account number:		AGCLUSAC-USDC
		IBAN GB08 RBOS 1663 0000 3465 55
		SWIFT RBOS GB2L

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

	(a)		The Seller’s Guarantor hereby appoints CompuCredit UK Limited of 3rd Floor Pegler Way Crawley Sussex RH11 7AF 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 3rd Floor Pegler Way Crawley Sussex RH11 7AF 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)20-406 4555

Attention:		The Directors
and:
		CompuCredit Holdings Corporation
Address:		5 Concourse Parkway N.E.
		Suite 400
		Atlanta, GA 30328
Fax:		+1 770 870 5110
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
		5 Concourse Parkway N.E.
		Suite 400
		Atlanta, GA 30328
Fax:		+1 770 870 5110
Attention:		General Counsel

(iii)

in the case of the Seller’s Process Agent:

Address:		3rd Floor Shaw House Pegler Way
		Crawley Sussex TH11 7AF
Fax:		01293 228703
Attention:		David Rodwell
with a copy to:
CompuCredit Holdings Corporation
5 Concourse Parkway N.E.
Suite 400
Atlanta, GA 30328
Fax: +1 770 870 5110
Attention: General Counsel

(iv)

in the case of the Seller’s Guarantor’s Process Agent:

Address:		3rd Floor Shaw House Pegler
		Way Crawley Sussex RH11 7AF

Fax:		01293 228703
Attention:		David Rodwell
with a copy to:
CompuCredit Holdings Corporation
5 Concourse Parkway N.E.
Suite 400
Atlanta, GA 30328
Fax: +1 770 870 5110
Attention: General Counsel

(v)

in the case of the Buyer

Address:		Castlebridge Office Village
		Kirtley Drive, Castle Marina
		Nottingham NG7 1LD
Fax:		0115 934 7444
Attention:		Silvio Piccini, Managing Director
with a copy to:		Dollar Financial Group, Inc.
Address:		1436 Lancaster Avenue, Suite 300
		Berwyn, PA 19312
Fax:		+1 610 644 4842
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:		1436 Lancaster Avenue, Suite 300
		Berwyn, PA 19312
Fax:		+1 610 644 4842
Attention:		General Counsel

(vii)

in the case of the Buyer’s Guarantor’s Process Agent:

Address:		Castlebridge Office Village
		Kirtley Drive, Castle Marina
		Nottingham NG7 1LD

Fax:		0115 934 7444
Attention:		Silvio Piccini, 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.

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) Act 1999; 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) Act 1999, 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:

	(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

		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.

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
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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:		John Clifton Davis (resigning at Completion) Richard Randolph House JR (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion) Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward LLP
Accounting reference date:		31 December

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
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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
		Richard Abbott — 17,301 B ordinary shares of £0.0001 each
		Kirsty Auchincloss — 6,817 B ordinary shares of £0.0001 each
		David Hughes — 5,000 B ordinary shares of £0.0001 each
		Iain McKenzie — 140,617 C ordinary shares of £0.0001 each
		Raj Singh — 10,000 B ordinary shares of £0.0001 each
Directors:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
		Iain McKenzie (resigning at Completion)
Secretary:		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward 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

Name:		MEM Capital Limited
Incorporation details:		Registered in England and Wales, number 5164798 on 28 June 2004
Registered office:		Witan Gate House
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
		Anna Marie McCrarren (resigning at Completion)
		Iain McKenzie (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward 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

Name:		Inventive Finance Limited
Incorporation details:		Registered in England and Wales, number 6021856 on 7 December 2006
Registered office:		Witan Gate House
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
		Iain McKenzie (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward 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

Name:		MEM Consumer Finance Limited
Incorporation details:		Registered in England and Wales, number 4786727 on 4 June 2003
Registered office:		Witan Gate House
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
		Anna Marie McCrarren (resigning at Completion)
		Iain McKenzie (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward 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

Name:		Purpose Acquisitions Company Limited
Incorporation details:		Registered in England and Wales, number 6138327 on 5 March 2007
Registered office:		Witan Gate House
		500-600 Witan Gate West
		Milton Keynes
		Buckinghamshire
		MK9 1SH
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:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		BDO Stoy Hayward LLP
Accounting reference date:		31 December

Name:		Rentassured Limited
Incorporation details:		Registered in Edinburgh, number SC116514 on 1 March 1989
Registered office:		145 St Vincent Street
		Glasgow
		G2 5JF
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:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
Secretary:		Joseph Basil Fejes (resigning at Completion)
		Shoosmiths Secretaries Limited (resigning at Completion)
Auditors:		Exempt from audit under s477 Companies Act 2006
Accounting reference date:		31 December

Name:		Parker Fox Limited
Incorporation details:		Registered in England and Wales, number 5396605 on 17 March 2005
Registered office:		111 Buckingham Palace Road
		London SW1W 0SR
Authorised share capital:		2 ordinary shares of £1 each
Shareholders:		MEM Capital Limited
Directors:		John Clifton Davis (resigning at Completion)
		Richard Randolph House JR (resigning at Completion)
		Kirsty Auchincloss (resigning at Completion)
		Iain McKenzie (resigning at Completion)
Secretary:		David Hughes (resigning at Completion)
Auditors:		Exempt from audit under s477 Companies Act 2006
Accounting reference date:		31 March

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 Iain McKenzie Compromise Agreement;
	(i)		a counterpart of the Iain McKenzie Restrictive Covenant duly executed by Iain McKenzie;
	(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;

	(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 Parker Fox on which Parker Fox 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
Jeffrey Weiss		Each Group Company
Randy Underwood		Each Group Company
Roy W. Hibberd		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
Roy W. Hibberd		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);

	(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 6th Floor, 77 Gracechurch Street, London EC3V 0AS or such other address as the Buyer may notify to the Seller not later than the Business Day prior to the Completion Date.

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;

(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.

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.

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.

5		Assets
5.1		Asset Register
		MEM keeps an up to date plant register of the fixed assets used by it in the Business (Fixed Assets) and a copy of the register is set out in the Data Room.
5.2		Ownership of Fixed Assets free from third party rights

	(a)		Save for assets held under Lease Agreements, Small Lease Agreements and Permitted Security Interests (as defined in paragraph 5.2(b) below), the Fixed Assets are the property of the relevant Group Company free from any Security Interest.
	(b)		For the purposes of this paragraph, Permitted Security Interest means:

(A)

any lien arising in the ordinary course of the Business to secure amounts which are not material;

	(B)		any unpaid vendor’s or supplier’s lien arising in the ordinary course of the Business to secure amounts due for goods or services sold or supplied; and
	(C)		liens arising by operation of law, including a banker’s lien.

6		Directors and employees
6.1		Definition
		In this paragraph 6, unless the context otherwise requires:
		Senior Managers means the employees earning a gross basic salary in excess of £80,000 per annum (and Senior Manager means any one of them)
6.2		Details of employees
		There is a schedule included in the Data Room showing the following information in relation to each employee of each Group Company namely:

	(a)		name of employee;
	(b)		date of birth;
	(c)		department and grade;
	(d)		emoluments (including any bonus or commission arrangements and any non-cash benefits);
	(e)		date of commencement of employment or of any previous employment with which such employment is continuous;
	(f)		notice period required to be given by the relevant Group Company and the employee;
	(g)		whether or not a member of any of the Disclosed Schemes;
	(h)		whether or not a member of a trade union; and
	(i)		date of last increase in salary.

		So far as the Seller is aware, each Group Company has complied with its legal and contractual obligations in respect of applicants for employment, its employees and former employees in all material respects.
6.3		Copies of contracts of employment and consultancy agreements
		Copies of all contract of employment with the Senior Management and a representative sample of the contracts of employment between each relevant member of the Group and each of its other employees, and any other documents currently in force relating to the employment of the employees are set out in the Data Room, and copies of any consultancy agreements currently in force to which the Group is a party, are set out in the Data Room.
6.4		Redundancies

	(a)		During the two years before the date of this Agreement, no Group Company has given notice of any redundancies or has started redundancy consultations with any trade union, staff association or any other body representing workers.
	(b)		The Data Room contains full details of any arrangement or practice of any Group Company regarding redundancy payments, whether contractual, customary or discretionary, above the statutory minimum.

6.5		Loans to employees
		Other than as disclosed in the Data Room, there are no amounts owing or agreed to be loaned or advanced by any Group Company to Group Company employees (other than amounts representing remuneration accrued due for the current pay period, accrued holiday pay for the current holiday year or for reimbursement of expenses).
6.6		Changes since the Accounts Date

	(a)		Since the Accounts Date, no material change has been made by any Group Company to the terms of employment of any of its directors or Senior Managers.
	(b)		Since the Accounts Date, no director or Senior Manager has given notice terminating his contract of employment or is under notice of dismissal and no amount due to or in respect of any employee or former employee is in arrear and unpaid other than his salary for the month current at the date of this Agreement and in respect of the reimbursement of expenses reasonably and properly incurred in the two months prior to the date of this Agreement.
	(c)		No Group Company has transferred or intends to transfer any employees from working for any Group Company during the period between the date of this Agreement and Completion.

6.7

No disputes in relation to employees

	(a)		During the two years before the date of this Agreement, no claim by or on behalf of any Group Company director, Senior Manager or other employee has been made or threatened against any Group Company or, so far as the Seller is aware, against any person whom any Group Company is or may be liable to compensate or indemnify. So far as the Seller is aware there are no present circumstances (including Completion) which are likely to give rise to any such dispute.
	(b)		There is no existing or so far as the Seller is aware pending dispute between any Group Company and any material number or category of its employees or any trade union, works council, staff association or other organisation formed for a similar purpose.

6.8		No change of control
		So far as the Seller is aware, no Senior Manager of any Group Company is entitled on a change of control of any Group Company to treat the change of control as amounting to a breach of the relevant contract or entitling him to any payment, additional period of notice, increase in any compensation or benefits, acceleration of the time of payment or vesting of any such benefits whatsoever (whether or not payable or provided by a Group Company) or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation.

6.9		Collective agreements
		There is no collective bargaining agreement or other arrangement (whether binding or not) between any Group Company and any trade union or other body representing its employees.
6.10		Share options/incentive plans
		No Group Company has or is proposing to introduce any share incentive scheme, share option scheme or profit sharing bonus or other incentive scheme for any director, officer or employee.
7		Pension arrangements
7.1		In relation to each Disclosed Scheme, the Data Room contains full particulars of all the benefits provided by and the terms of each Disclosed Scheme. All information set out in the Data Room in connection with the Disclosed Schemes is complete and accurate (and not misleading) in all material respects.
7.2		Save in relation to the Disclosed Schemes, there is not and has not been in operation, and no proposal, undertaking or assurance has been announced, or given to any Group Company employee, to enter into or establish, any agreement, arrangement, custom or practice (whether enforceable or not) for the provision of Relevant Benefits (as defined below) for any person to which any Group Company is, has been, or will be a party and no Group Company has paid, provided or contributed, is or will be under any obligation to pay, provide or contribute, to any such agreement, arrangement, custom or practice for the provision of Relevant Benefits or any other costs or expenses in respect of the provision of any Relevant Benefits and no Group Company has provided Relevant Benefits on a voluntary basis.
		Relevant Benefits has the meaning given in section 255(5) of the Pensions Act 2004.
7.3		The Stakeholder Scheme is a stakeholder pension scheme within the meaning of section 1 of the Welfare Reform and Pensions Act 1999. Each applicable Group Company complies with and at all times has complied with all of its obligations under Part 1 of that Act and all related regulations including the duty to offer access to a stakeholder pension scheme in accordance with section 3 of that Act and the Stakeholder Pension Schemes Regulations 2000 and all persons who are entitled to membership of the Stakeholder Scheme have been invited to join from the date from which they were entitled. No Group Company makes any employer contribution, and no Group Company will become liable to make any employer contribution, to the Stakeholder Scheme and all employee contributions have been paid to the Stakeholder Scheme within the applicable time limits.
7.4		There is no contribution or premium due and payable by any member of the Group to the Disclosed Schemes which is unpaid or unaccrued.
7.5		Each relevant Group Company, and, so far as the Seller is aware, the administrator of each of the Disclosed Schemes have duly complied with all their obligations and duties (including statutory obligations) under and in respect of each of the Disclosed Schemes.
7.6		No rights under an occupational pension scheme in respect of any Group Company employee have transferred to any Group Company as a result of the Transfer of Undertakings (Protection of Employment) Regulations 2006.
7.7		The Disclosed Schemes provide only money purchase benefits (as defined in section 152(4) Finance Act 2004) for the beneficiaries of the Disclosed Schemes and no Group Company

		nor the Seller has given any promise or assurance (oral or written) to any beneficiary that his benefits will be calculated wholly or partly by reference to any person’s remuneration or equate (approximately or exactly) to any particular amount.
7.8		No claim in relation to any Disclosed Schemes has been made or threatened against any Group Company and the Seller is unaware of any such claim in respect of any person whom any Group Company is or may be liable to compensate or indemnify. The Seller is unaware of any fact or circumstance exists which may give rise to any such claim.
8		Information technology
8.1		Definition
		In this paragraph 8, unless the context otherwise requires:
		Company means MEM Capital Limited and/or MEM Consumer Finance Limited and/or Parker Fox Limited
		Computer Systems means any material computer hardware and software (excluding the software set out in paragraph 9.7(g)), communications equipment, servers and networks
8.2		Computer Systems used by the Company
		Details of any Computer Systems used by the Company, which do not comprise a network of linked workstations or personal computers of a type generally available to the public, are set out in the Data Room.
8.3		Computer software used by the Company

	(a)		The Company does not use any computer software other than standard off the shelf packages generally available to the public (Standard Software) and other than as set out and referred to in paragraph 9.7(g) and so far as the Seller is aware no Standard Software used by the Company has been materially modified.
	(b)		The Company possesses licences with respect to its use of Standard Software and so far as the Seller is aware no licence terms have been materially breached.

8.4		System breakdowns
		In the 24 months immediately preceding the date of this Agreement, the Company has not suffered any failures or breakdowns of any of the Computer Systems that have resulted in significant or repeated disruption or significant loss of data.
8.5		Support and maintenance
		The Company has support or maintenance agreements or arrangements for the material items of hardware and software included in the Computer Systems. All such agreements or arrangements are detailed in the Data Room.
8.6		Data security
		The Company has taken reasonable precautions to preserve the security of data held or transmitted by the Computer Systems including the use of virus checking software, password protection procedures and the taking and storing of back-up copies of data.

8.7

Data protection

	(a)		So far as the Seller is aware the Company has complied in all material respects with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (Data Protection Laws).
	(b)		In the 24 months preceding the date of this Agreement, the Company has not received a notice from the UK Information Commissioner’s Office alleging non-compliance with the Data Protection Laws.

9		Intellectual property
9.1		Definitions
		In this paragraph 9, unless the context otherwise requires:
		Company means MEM Capital Limited and/or MEM Consumer Finance Limited and/or Parker Fox Limited
		Company IPR means all material Intellectual Property set out in schedule 9 but excluding for the avoidance of doubt the software set out in the IT Schedule (as defined in paragraph 9.7(a))
		Intellectual Property means patents, designs and design rights, trade marks, trade names and service marks, copyright, rights in computer software, database rights and rights in and to confidential information (including know-how and trade secrets) and in each case, whether registered or unregistered and including all applications (and rights to apply) for the same and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world
9.2		Challenges to Company IPR

(a)

So far as the Seller is aware the Company IPR:

	(i)		is not subject to any application for cancellation, amendment, licence of right or compulsory licence; or
	(ii)		is not the subject of a claim or opposition from any person as to title, validity or enforceability.

(b)

The Company has not been notified of any:

	(i)		pending litigation or other proceedings (whether legal or administrative); or
	(ii)		infringement of the Intellectual Property of any other person,

involving any of the Company IPR.

9.3		Payment of Company IPR fees
		All application, renewal and other official statutory and regulatory fees rendered to and received by the Company before the date of this Agreement relating to the administration of the Company IPR that it owns have been paid.
9.4		No sale of Company IPR

		Since the Accounts Date, the Company has not sold any Company IPR that it owns.
9.5		No infringement of Company IPR
		The Company has not within the past 24 months issued or threatened to issue any legal proceedings against any third party in relation to the infringement of the Company IPR that it owns.
9.6		Licences out to third parties
		The Company has not granted any licences under any Company IPR owned by it or licensed to it.
9.7		Software

(a)

Set out in the Disclosure Letter with specific reference to this paragraph 9.7 is an accurate and complete list of all of the following:

(i)

All software owned by the Company or under development by the Company related to the Business (Developed Software);

(ii)

All software, other than the Developed Software, related to the Business that is used by the Company to provide services to end users or customers of the Company (the Company Software);

(iii)

All software, other than Company Software and Developed Software, related to the Business that is licensed to or from third parties or otherwise used by the Company for any purpose whatsoever (collectively, Third Party Software),

			(the IT Schedule).
	(b)		So far as the Seller is aware, no other material software, other than the Developed Software, the Company Software and Third Party Software, is required to operate the Business as currently conducted.
	(c)		Except as set forth in the IT Schedule, the Company has good title to the Developed Software and so far as the Seller is aware has the full right and license to use, copy, modify and distribute all of Developed Software, as used or required to operate the Business as currently operated, free and clear of any liens, claims, charges or encumbrances which would affect the use thereof in connection with the operation of the Business as of Completion. Except as set out in the IT Schedule, the Developed Software does not contain any derivative works or any programming or other materials not owned in their entirety by the Company.
	(d)		With respect to software which is licensed by the Company to third parties or used in connection with the providing of services to end users or other third parties in connection with the Business:

	(i)		Except as set out in the IT Schedule, the Company maintains machine-readable and master-reproducible copies;
	(ii)		In each case, the machine-readable copy substantially conforms to the corresponding source code listing;

	(iii)		So far as the Seller is aware, such software can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems;
	(iv)		Except as set forth in the Disclosure Letter, the software operates substantially in compliance with its specification.

	(e)		So far as the Seller is aware, none of the Company Software, Third Party Software or Developed Software or their respective past or current uses by or through the Company has violated or infringed upon, or is violating or infringing upon, any software, patent, copyright, trade secret, moral right or other intangible of any person, whether such rights are registered or unregistered. The Company has taken reasonable and customary steps to protect all trade secrets and copyrights with respect to the Company Software and the Developed Software. The Company has so far as the Seller is aware performed all obligations imposed upon it with regard to the Company Software and Third Party Software that are required to be performed by it on or prior to the date of this Agreement, and neither the relevant Company nor, so far as the Seller is aware, any other party are in breach of or default thereunder in any respect, nor so far as the Seller is aware, is there any event which with notice or lapse of time or both would constitute a default thereunder.
	(f)		So far as the Seller is aware, no person is violating or infringing upon, or has violated or infringed upon at any time, any of the Company’s proprietary rights to any of the software listed in the IT Schedule.
	(g)		None of the Developed Software is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, contractor or representative, nor does any such person have any interest therein or right thereto, including, but not limited to, the right to royalty payments. Except as listed in the IT Schedule, the Company has granted no third party any exclusive rights or transferred ownership related to any Developed Software.
	(h)		The IT Schedule identifies all individuals who have contributed to the development of the Developed Software. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of the Developed Software on behalf of the Company either (a) have been party to deed of employment undertakings with one of the Companies that afford the Company full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (b) have executed appropriate instruments of assignment in favour of one of the Companies that have conveyed to the Company full, effective, and exclusive ownership of all tangible and intangible property thereby arising.
	(i)		The source code of Loanbook and Loanbook USA as defined in schedule 9.7 will compile into the machine-readable copy of the Developed Software and Company Software as used by the Company as of Completion in all material respects.

9.8

Additional Representations.

(a) So far as the Seller is aware, none of the Developed Software, Company Software or Company IPR is subject to any proceeding or outstanding decree, order, judgment, settlement agreement, or other agreement that restricts in any manner the use, transfer or licensing

thereof by the Company or that may affect the validity, use or enforceability of such Developed Software, Company Software or Company IPR.

(b) Open Source. All development, use and distribution of Developed Software, or any Open Source Materials by or through the Company is so far as the Seller is aware in full compliance with all Open Source Licenses applicable thereto, including without limitation all copyright notice and attribution requirements. The IT Schedule lists all material Open Source Materials used in the Business, including without limitation in development or testing of the Developed Software. Except as set forth in the IT Schedule, the Company has so far as the Seller is aware not (i) incorporated Open Source Materials into, or combined Open Source Materials with, any of the Developed Software; (ii) distributed Open Source Materials in conjunction with or for use with any of the Developed Software; or (iii) used Copyleft Materials in a manner that requires the Developed Software, any portion thereof, or any other Company IPR or Third Party Software to be subject to Copyleft Licenses (or any of the obligations or attributes thereof). “Open Source Materials” means any software or other technology subject to an Open Source License. “Open Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including but not limited to any license approved by the Open Source Initiative, or any Creative Commons License. For avoidance of doubt, Open Source Licenses include, without limitation, Copyleft Licenses. Copyleft Materials means any software or other technology subject to a Copyleft License. Copyleft License means any license that requires, as a condition of use, modification and/or distribution of Copyleft Materials, that such Copyleft Materials, or other software or other technology incorporated into, derived from, used, or distributed with such Copyleft Materials: (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the software or portions thereof or interfaces therefore to be reverse engineered, reverse assembled or disassembled (other than by operation of law), or (iv) be redistributable at no license fee.

9.9		Contaminants; IT Security.
		The Developed Software is and so far as the Seller is aware the Company Software is free of any disabling codes or instructions, timer, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” “harmful code,” or other software routines or hardware components that in each case permit unauthorised access or the unauthorised disablement or unauthorised erasure of such software (or parts thereof) or data or other software of users or otherwise cause them to be incapable of being used in the full manner contemplated in the applicable documentation (collectively, Contaminants). The Company has taken reasonable steps and implemented reasonable procedures to ensure that information technology systems included in the Developed Software or otherwise used to operate the Business are free from Contaminants. The Company has disaster recovery plans procedures and facilities for the Business and has taken such reasonable steps as it considers appropriate to safeguard the information technology systems related to the Developed Software and data within. So far as the Seller is aware there have been no unauthorised intrusions or breaches of the security of such information technology systems.
10		Property matters and interests in land
10.1		Leasehold Title

(a)

The details of the Properties in the table in schedule 7 are complete, true and accurate. The Properties in the table in schedule 7 are the only properties owned,

			controlled, used or occupied by any Group Company and all deeds and documents necessary to prove title to each Property are in the possession of the relevant Group Company. The Group holds the Properties under the terms of leases or licence arrangements disclosed in schedule 7 as amended or supplemented by the other documents (if any) (Leases).
	(b)		A Group Company is the legal and beneficial owner in possession of each Property and is in exclusive occupation and each Property is free from 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.
	(c)		No Group Company has any contingent liability in respect of any property assets other than the Properties.

10.2		Registration and documents
		The Company has provided the Buyer with all documents relating to the Properties of which it has knowledge. All those documents are in the Group’s possession and control, free from liens and undertakings.
10.3		Stamp duty
		As necessary, all title deeds are accompanied by a certificate from the HM Revenue & Customs evidencing submission of a land transaction return for the purposes of stamp duty land tax in relation to all circumstances in respect of which a land transaction return is required to be made.
10.4		Benefits of the Properties
		Benefits means (in each case whether or not registered) a right or easement (including any acquired or being acquired through prescription) and the benefit of any restriction, stipulation, restrictive covenant, franchise or other interest over any land other than the Properties;
		The Benefits are enjoyed freely without interruption and without restriction as to hours of use or otherwise and are held for the same estate or interest as the relevant Group Company’s estate or interest in the Properties and so far as the Seller is aware are all the Benefits reasonably necessary for the current use and enjoyment of the Properties by the relevant Group Company.
10.5		Use

	(a)		There are no restrictions in the Leases or the superior title which prevents the Properties being used now or in the future for the uses permitted in each of the Leases.
	(b)		No Group Company has received written notice from a third party disputing such Group Company’s right to occupy any of the Properties.

10.6		Consents
		Any consents required for:

(a)

the grant of the Leases; and

(b)

any works carried out by or change of use effected by any tenant,

		have been obtained and placed with the documents of title along with evidence of the registration of any such grant or vesting where requisite.
10.7		Notices and breach

	(a)		The Seller is not aware of any subsisting material breach of the covenants or conditions contained in the Leases whether on the part of the landlord or the tenant, or any other event of a material nature that could give rise to forfeiture of the Leases.
	(b)		No Group Company is involved in any dispute with the relevant landlord of the Leases.
	(c)		Neither the Seller nor any Group Company has received any notice or order affecting any Property from any government department, any authority or any third party.

11		Litigation, disputes and investigations
11.1		Apart from (if relevant):

	(a)		the collection of undisputed Customer Debts and proceedings for insolvency of Customers; and
	(b)		the collection of other undisputed debts (excluding for the avoidance of doubt undisputed Customer Debts and proceedings for insolvency of Customers) in the ordinary course of the Business, where involving debts of not more than £10,000 in any individual case or £50,000 in aggregate,

		no Group Company is engaged in any capacity in any material litigation, arbitration, prosecution or other legal proceedings or alternative dispute resolution or in any proceedings or hearings before any Authority or so far as the Seller is aware in any investigation by the Ombudsman; no such matters are, so far as the Seller is aware, pending or threatened.
11.2		There is no outstanding judgment, order, decree, arbitral or mediation award or decision of any court, tribunal, arbitrator, Authority or Ombudsman against any Group Company.
11.3		No Group Company is party to, nor so far as the Seller is aware, will any Group Company become party to, the US class action Knox, et al., vs. First Southern Cash Advance, et al., No. 5 CV 0445.
12		Insurance
12.1		Details of insurance cover

	(a)		The particulars of all insurance policies maintained by any member of the Group or in respect of which any member of the Group has an insured interest and currently in force (Policies) are set out in the Data Room.
	(b)		All premiums due in respect of the Policies have been paid in accordance with agreed instalment plans.

12.2		Outstanding claims
		No claim or claims are outstanding either by the insurer or the insured under any of the Policies.
12.3		Claims made
		Details of all claims made by any Group Company under any insurance policy in the last 2 years are set out in the Data Room.
13		Compliance and regulatory
13.1		EU/competition matters

	(a)		So far as the Seller is aware, the Group is currently conducting, and has conducted, the Business in accordance with the requirements of all Competition Laws applicable to the Business and has not been and is not being investigated for any alleged non-compliance or infringement of such Competition Laws.
	(b)		No Group Company is subject to any prohibition, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the Competition Laws.
	(c)		For the purposes of paragraph 13.1 the term Competition Laws means any applicable laws, regulations or rules dealing with state aid, public procurement, anti-dumping, anti-competitive agreements decisions or concerted practices, monopolies, abuse of dominant position, other anti-competitive behaviour, merger situations or concentrations.

13.2

Authorities required to carry on the Business

	(a)		Each Group Company has obtained all Authorities currently required by it for or in connection with the carrying on of the Business by it in the places and in the manner in which the Business is now carried on by such company; such Authorities are in full force.
	(b)		So far as the Seller is aware, there are no circumstances in existence at the date of this Agreement which would result in any of the Authorities referred to in paragraph 13.2(a) above being revoked, compulsorily varied, suspended, not renewed or not varied by request.

13.3

Anti-money Laundering

	(a)		Without prejudice to paragraph 13.4, MEM has collected and retained KYC Records in accordance with the collection, retention and verification of evidence policies and procedures, which are disclosed in the Data Room (including policies for remediation of deficiencies).
	(b)		No Group Company has received written notice that the UK Office of Fair Trading is minded to impose or imposes any requirements under section 33A of the CCA.

13.4

Compliance with Laws

(a)

Each Group Company has complied in all material respects with all applicable laws and regulations, including but not limited to the CCA, Consumer Protection from

			Unfair Trading Regulations 2008, Financial Services (Distance Marketing) Regulations 2004, Electronic Commerce (EC Directive) Regulations 2002 and Data Protection Laws.
	(b)		So far as the Seller is aware, there are no circumstances existing at the date of this Agreement which would result in MEM not being ready to comply in all material respects with the implementation of Consumer Credit Directive 2008/48/EC into the laws of England and Wales.

14		Constitutional and the Seller
14.1		Details concerning the Company

	(a)		The Company is a private company limited by shares properly incorporated and validly existing under the laws of England and Wales.
	(b)		The PUK Shares constitute the entire issued share capital of PUK and the MEM Shares constitute the entire issued share capital of MEM not already owned by PUK.
	(c)		The information in schedule 1 is accurate in all respects.

14.2		Interests of the Company in other entities
		Save as disclosed in schedule 1, the Company has no:

	(a)		interest in the share capital of, or other investment in, any body corporate;
	(b)		interest in any partnership, joint venture, consortium or other unincorporated association or arrangement for sharing profit or losses; or
	(c)		branch, agency, place of business or permanent establishment outside the United Kingdom or substantial assets outside the United Kingdom.

14.3		Group Companies
		Save for the MEM Holdings Shares, the entire issued share capital of each Group Company (excluding for the purposes of this paragraph the Company) is owned legally and beneficially by the Company or a Group Company.
14.4		No shares or loan capital of the Group Companies under option
		No share or loan capital of any Group Company is now under option or is agreed or resolved conditionally or unconditionally to be created or issued or put under option.
14.5		The Sale Shares

	(a)		The Seller is the only legal and beneficial owner of the PUK Shares.
	(b)		The Seller will at Completion be the only beneficial owner of the MEM Holdings Shares.
	(c)		The Seller is entitled to sell and transfer (or procure the sale and transfer) the full legal and beneficial ownership in the PUK Shares; and will at Completion be entitled to sell and transfer the full beneficial ownership in the MEM Holdings Shares to the Buyer on the terms set out in this Agreement.

	(d)		The Company has not allotted any shares other than the PUK Shares and the PUK Shares are fully paid or credited as fully paid.
	(e)		There is no Encumbrance in relation to any of the Sale Shares or unissued  shares in the capital of the Company. No person has claimed to be entitled to an Encumbrance in relation to any of the Sale Shares and the Company is not under any obligation (whether actual or contingent) to sell, charge or otherwise dispose of any of the Sale Shares or any interest therein to any person.

14.6

The Seller

	(a)		The Seller has the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under this Agreement and all other Transaction Documents to which it is a party.
	(b)		The execution and delivery of, and the performance of the obligations of the Seller under, this Agreement and each of the other Transaction Documents have been duly authorised by all necessary corporate action on its part whether under its constitutional documents or otherwise; and
	(c)		This Agreement constitutes, and the other Transaction Documents executed or to be executed by the Seller will, when executed by all parties to such agreement, constitute valid and binding obligations of the Seller enforceable in accordance with their respective terms.
	(d)		So far as the Seller is aware, there is no action pending or threatened by any third party that would restrict the ability of the seller to sell, charge or otherwise dispose of any of the Sale Shares.

15		Insolvency
15.1		No order has been made and no resolution has been proposed or passed for the winding up of the Company or the Seller or for a provisional liquidator to be appointed in respect of the Company or the Seller and no petition has been presented for the purpose of winding up the Company or the Seller.
15.2		No administration order has been made in respect of the Company or the Seller 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 Company or the Seller.
15.3		No receiver (which expression shall include an administrative receiver) has been appointed in respect of the Company or the Seller or in respect of all or any material part of its assets.
15.4		No voluntary arrangement has been proposed under section 1 of the Insolvency Act 1986 in respect of the Company or the Seller.
15.5		So far as the Seller is aware, no distress, execution or other process has been levied or threatened in respect of any asset of the Company or the Seller.

Schedule 4.

Limitations on the Seller’s liability

1		Interpretation
1.1		In this schedule, unless the context otherwise requires:
		Claims means all and any claims against the Seller under this Agreement, including any claim for breach of contract or indemnification, or pursuant to any common law or statutory rights (insofar as is reasonable), covenant or undertaking in relation to any matter relating to this Agreement and includes Warranty Claims and claims under the Tax Covenant unless otherwise stated but excludes any claim pursuant to the provisions of clause 12 (Restrictive Covenants)
		Expenses means all costs and expenses properly incurred
		Tax Claim means any claim under the Tax Covenant and/or the Tax Warranties
		Third Party Claim means, except in paragraph 11 where it shall bear the meaning ascribed to it in that paragraph, any Claim which arises as a result of, or in connection with any claim by, or alleged liability to, a third party
		Title Claim means any claim under any of the Warranties set out in paragraphs 14.5 or 14.6 of schedule 3
2		Application of this schedule
		The provisions of this schedule apply notwithstanding, and in priority to, any other provision of this Agreement.
3		Maximum liability
3.1		The maximum aggregate liability of the Seller:

	(a)		for any Warranty Claim arising relating solely to the title to the share capital of Parker Fox Limited pursuant to Warranty 14.3, shall be an amount equal to £1,000,000 (and for the avoidance of doubt any Warranty Claim arising pursuant to any of the Warranties contained in paragraphs 8 or 9 of schedule 4, whether connected to any claim relating to Warranty 14.3 or otherwise, shall not be limited by this paragraph (a));
	(b)		for Title Claims and Tax Claims shall be 100% of the Purchase Price; and
	(c)		for all other Claims will not exceed 50% of the Purchase Price