NextPoint Financial Inc.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

BRADLEY JACOB DAYAN LIVING TRUST DATED NOVEMBER 3, 2017, ADAM DAYAN LIVING TRUST DATED MAY 8, 2017, VELOCITY EQUITY, LP

NEXTPOINT FINANCIAL INC.,

B. JACOB DAYAN AS THE SELLERS’ REPRESENTATIVE,

and

CTAX ACQUISITION LLC dated as of

December 30, 2021

ARTICLE I DEFINITIONS.......................................................................................................................... 1 ARTICLE II PURCHASE AND SALE ...................................................................................................... 15 Section 2.01 Purchase and Sale ................................................................................................... 15 Section 2.02 Purchase Price. ........................................................................................................ 15 Section 2.03 Purchase Price Allocation ...................................................................................... 15 Section 2.04 Transactions to be Effected at the Closing. .......................................................... 16 Section 2.05 Purchase Price Adjustment ................................................................................... 17 Section 2.06 Buyer Share Issuance. ............................................................................................ 22 Section 2.07 Closing. .................................................................................................................... 23 Section 2.08 Withholding Tax. .................................................................................................... 23 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS ............................................ 23 Section 3.01 Organization and Authority of Sellers .................................................................. 23 Section 3.02 Organization, Authority and Qualification of the Company. ............................. 23 Section 3.03 Capitalization .......................................................................................................... 24 Section 3.04 No Subsidiaries ....................................................................................................... 24 Section 3.05 No Conflicts; Consents ........................................................................................... 24 Section 3.06 Financial Statements .............................................................................................. 25 Section 3.07 Undisclosed Liabilities ............................................................................................ 25 Section 3.08 Absence of Certain Changes, Events, and Conditions ........................................ 25 Section 3.09 Material Contracts ................................................................................................. 27 Section 3.10 Title to Assets; Real Property ................................................................................ 29 Section 3.11 Condition and Sufficiency of Assets ...................................................................... 30 Section 3.12 Intellectual Property............................................................................................... 30 Section 3.13 Suppliers .................................................................................................................. 32 Section 3.14 Insurance. ................................................................................................................ 32 Section 3.15 Legal Proceedings; Governmental Orders. .......................................................... 33 Section 3.16 Compliance With Laws; Permits .......................................................................... 33 Section 3.17 Environmental Matters .......................................................................................... 34

Section 3.18 Employee Benefit Matters ...................................................................................... 34 Section 3.19 Employment Matters .............................................................................................. 37 Section 3.20 Taxes ........................................................................................................................ 38 Section 3.22 Brokers .................................................................................................................... 41 Section 3.22 [Intentionally Omitted.] ......................................................................................... 41 Section 3.23 Securities Law Matters. ......................................................................................... 41 Section 3.25 No Other Representations and Warranties. ......................................................... 42 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT ....................................................................................................................................................... 42 Section 4.01 Organization and Authority of Buyer ................................................................... 43 Section 4.02 No Conflicts; Consents ........................................................................................... 43 Section 4.03 Brokers .................................................................................................................... 43 Section 4.04 Legal Proceedings ................................................................................................... 43 Section 4.05 Capitalization .......................................................................................................... 44 Section 4.06 Financial Statements .............................................................................................. 44 Section 4.07 Securities Laws Matters. ........................................................................................ 45 Section 4.08 Shareholders’ and Similar Agreements ................................................................ 46 Section 4.09 Compliance With Laws .......................................................................................... 46 Section 4.10 Auditors ................................................................................................................... 47 Section 4.11 Non-Arms’ Length Transactions........................................................................... 47 Section 4.12 Sufficiency of Funds ............................................................................................... 48 Section 4.13 No Other Representations and Warranties. ......................................................... 48 ARTICLE V COVENANTS ....................................................................................................................... 48 Section 5.01 Employee Matters ................................................................................................... 48 Section 5.02 [Intentionally Omitted.] ......................................................................................... 49 Section 5.03 Certain Approvals .................................................................................................. 49 Section 5.04 Public Announcements ........................................................................................... 49 Section 5.05 Further Assurances ................................................................................................ 49 Section 5.06 Indemnification, Exculpation, and Insurance ...................................................... 50 Section 5.07 Excluded Related Party Matters. .......................................................................... 51

ARTICLE VI TAX MATTERS .................................................................................................................. 51 Section 6.01 Tax Covenants......................................................................................................... 51 Section 6.02 Termination of Existing Tax Sharing Agreements .............................................. 54 Section 6.03 [Intentionally Omitted.] ......................................................................................... 54 Section 6.04 Straddle Period. ...................................................................................................... 54 Section 6.05 Tax Refunds ............................................................................................................ 54 Section 6.06 Contests ................................................................................................................... 54 Section 6.07 Filing and Amendment of Tax Returns. ............................................................... 55 Section 6.08 Cooperation and Exchange of Information .......................................................... 55 ARTICLE VII CONDITIONS TO CLOSING ........................................................................................... 56 Section 7.01 Receipt of Documents by Buyer. ........................................................................... 56 Section 7.02 Receipt of Documents by Sellers. .......................................................................... 57 ARTICLE VIII INDEMNIFICATION ....................................................................................................... 57 Section 8.01 Survival .................................................................................................................... 57 Section 8.02 Indemnification By Sellers ..................................................................................... 58 Section 8.03 Indemnification By Buyer and Parent .................................................................. 58 Section 8.04 Certain Limitations ................................................................................................ 59 Section 8.05 Indemnification Procedures ................................................................................... 60 Section 8.06 Payments; Indemnification Escrow Fund. ........................................................... 62 Section 8.07 Tax Treatment of Indemnification Payments ...................................................... 63 Section 8.08 Exclusive Remedies. ................................................................................................ 63 ARTICLE IX INTENTIONALLY OMITTED .......................................................................................... 63 ARTICLE X MISCELLANEOUS .............................................................................................................. 63 Section 10.01 Expenses ................................................................................................................ 63 Section 10.02 Notices .................................................................................................................... 63 Section 10.03 Interpretation ........................................................................................................ 64 Section 10.04 Headings ................................................................................................................ 65 Section 10.05 Severability ............................................................................................................ 65 Section 10.06 Entire Agreement ................................................................................................. 65 Section 10.07 Successors and Assigns. ........................................................................................ 65

iii

Section 10.08 No Third-party Beneficiaries. .............................................................................. 65 Section 10.09 Amendment and Modification; Waiver .............................................................. 65 Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. ................................................................................................................................. 66 Section 10.11 Counterparts ......................................................................................................... 66 Section 10.12 Representation of Sellers and Affiliates .............................................................. 67 Section 10.13 Sellers’ Representative. ........................................................................................ 67

EXHIBITS

Exhibit A – J. Dayan Employment Agreement

Exhibit B – N. Charveron Employment Agreement

Exhibit C – Lock-Up Agreement

Exhibit D – Asset Purchase Agreement

Exhibit E – Assignment of Membership Interests Exhibit F – G. Asimou Employment Agreement

Exhibit G – Retention Agreements

Exhibit H – Restrictive Covenant Agreement

Exhibit I – DTC Escrow Agreement

Exhibit J – TSX Escrow Agreement

SCHEDULES

Schedule A – Membership Interest Allocation

Schedule B – Historical Accounting Practices

Schedule C – Sample Adjustment Calculation and Principles

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “ Agreement ”), dated as of December 30, 2021, is entered into among the Bradley Jacob Dayan Living Trust dated November 3, 2017 (the “ B. Dayan Trust ”), the Adam Dayan Living Trust dated May 8, 2017 (the “ A. Dayan Trust ”), Velocity Equity, LP, a South Carolina limited partnership (“ Velocity ” and together with B. Dayan Trust and the A. Dayan Trust, the “ Sellers ”), B. Jacob Dayan, in his capacity as the Sellers’ Representative (the “ Sellers’ Representative ”), CTAX Acquisition LLC, a Delaware limited liability company (“ Buyer ”), and NextPoint Financial Inc., a company incorporated under the laws of the Province of British Columbia (“ Parent ” and together with Buyer and the Sellers, each a “ Party ” and, collectively, the “ Parties ”).

RECITALS

WHEREAS, as of the date hereof, Sellers own all of the issued and outstanding membership interest (the “ Membership Interests ”) in Community Tax LLC, an Illinois limited liability company (the “ Company ”);

WHEREAS, Buyer wishes to purchase the Membership Interests from Sellers, in accordance with the terms and conditions set forth herein; and

WHEREAS, concurrently herewith and in order to effectuate the purchase and sale of the Company, Community Tax Puerto Rico LLC, a Delaware limited liability company and an affiliate of Buyer and an indirect subsidiary of Parent, and Tax Assistance Servicing LLC, a Puerto Rico limited liability company and an affiliate of the Company (“ TAS ”), will enter into an Agreement for Purchase and Sale of Assets substantially in the form attached hereto as Exhibit D (the “ Asset Purchase Agreement ”) pursuant to which Community Tax Puerto Rico LLC will purchase substantially all of the assets of TAS.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I DEFINITIONS

The following terms have the meanings specified or referred to in this ARTICLE I:

“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, by right to appoint a manager or director, or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Annual Financial Statements ” has the meaning set forth in Section 3.06.

“ Ancillary Documents ” means the Asset Purchase Agreement, DTC Escrow Agreement, TSX Escrow Agreement, the Assignment, the J. Dayan Employment Agreement, the N. Charveron Employment Agreement, the G. Asimou Employment Agreement, the Retention Agreements, the Restrictive Covenant Agreements, and the Lock-Up Agreement.

“ Asset Purchase Agreement ” has the meaning set forth in the Preamble.

“ Assignment ” has the meaning set forth in Section 2.04(b)(i).

“ Assumed Liability ” has the meaning set forth in the Asset Purchase Agreement.

“ Balance Sheet ” has the meaning set forth in Section 3.06.

“ Balance Sheet Date ” has the meaning set forth in Section 3.06.

“ Benesch ” has the meaning set forth in Section 10.12.

“ Benefit Plan ” has the meaning set forth in Section 3.18(a).

“ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York and Toronto Ontario are authorized or required by Law to be closed for business.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Indemnitees ” has the meaning set forth in Section 8.02.

“ Buyer Plans ” has the meaning set forth in Section 5.01(c).

“ Buyer Units ” has the meaning set forth in Section 2.06.

“ Buyer Unit Issue Date ” has the meaning set forth in Section 2.06(b).

“ Buyer’s Accountants ” means Deloitte & Touche LLP, Grant Thornton and Ernst & Young LLP.

“ Canadian Securities Laws ” means the Canadian provincial or territorial securities laws and the rules, regulations and published policies thereunder and the policies of the Exchange.

“ Cap ” has the meaning set forth in Section 8.04(a).

“ CARES Act ” means the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) and any similar or successor legislation, executive order or executive memo enacted in 2020 relating to the COVID-19 pandemic, as well as any applicable guidance issued thereunder or relating thereto (including, without limitation, IRS Notice 2020-65, 2020-38 IRB, and the

Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing Covid-19 Disaster, dated August 8, 2020), and any subsequent legislation intended to address the consequences of the COVID-19 pandemic, including the Consolidated Appropriation Act, 2021.

“ Cash ” means, without duplication, the aggregate amount of immediately available funds constituting cash and liquid cash equivalents of the Company including credit card, ACH, check, money order, digital and electronic receipt methods, and cash deposits from third party lenders, and third party retail installment sales agreement servicers. For the avoidance of doubt, “Cash” shall exclude amounts in transit or held for transfer, including third party checks, deposits or wire transfers received or initiated, but not yet deposited, and shall not be reduced by the amount of any unpaid checks, drafts or wire transfers issued against the accounts of the Company prior to the date of determination and shall otherwise be determined in a manner consistent with the Historical Accounting Practices set forth on Schedule B.

“ Closing ” has the meaning set forth in Section 2.07.

“ Closing Cash ” has the meaning set forth in Section 2.05(b).

“ Closing Cash Payment ” has the meaning set forth in Section 2.05(a)(i).

“ Closing Date ” has the meaning set forth in Section 2.07.

“ Closing Liabilities ” has the meaning set forth on Schedule C.

“ Closing Receivables ” has the meaning set forth on Schedule C.

“ Closing Payments Certificate ” means a certificate executed by the an officer of the Company certifying on behalf of the Company and Sellers: (i) an itemized list of all outstanding Indebtedness and the Person to whom such outstanding Indebtedness is owed; and (ii) the amount of Transaction Expenses remaining unpaid (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the person to whom such expense is owed), in each case as of the Closing on the Closing Date and prior to giving effect to the transactions contemplated hereby.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” or “ SEC ” means the United States Securities and Exchange Commission.

“ Common Shares ” means the common shares of the Parent.

“ Company ” has the meaning set forth in the recitals.

“ Company Owned Intellectual Property ” means all Company Intellectual Property that is owned by the Company.

“ Company IP Agreements ” means all negotiated software licenses (excluding any “off the shelf” license for software used by the Company), other licenses of Intellectual Property, and

settlement, covenant-not-to-sue, or coexistence agreements relating to Intellectual Property to which the Company is a party.

“ Company IP Registrations ” means all Intellectual Property that is owned by the Company and that is subject to any issuance, registration or application by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued patents, registered trademarks, domain names and copyrights, and pending applications for any of the foregoing.

“ Company IT Systems ” means all software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video) possessed by the Company or over which Company has control or that are owned, leased or licensed and used (including through cloud-based or other third-party service providers) by the Company.

“ Contracts ” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“ Deductible ” has the meaning set forth in Section 8.04(a).

“ Derivatives ” has the meaning set forth in Section 4.05(b).

“ Direct Claim ” has the meaning set forth in Section 8.05(c).

“ Disclosure Schedules ” means the Disclosure Schedules delivered by Sellers and Buyer concurrently with the execution and delivery of this Agreement.

“ Disputed Amounts ” has the meaning set forth in Section 2.05(c)(iii).

“ Dollars or $ ” means the lawful currency of the United States.

“ DTC ” means the Delaware Trust Company.

“ DTC Escrow Agreement ” means the Escrow Agreement to be entered into by Buyer, Sellers’ Representative and DTC at the Closing, substantially in the form of Exhibit I.

“ Effective Time ” has the meaning set forth in Section 2.07.

“ Encumbrance ” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, hypothecation, encumbrance, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any conditional sale or other title retention agreement, restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ Environmental Claim ” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability

of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ Equity Securities ” means, (i) if a Person is a corporation, shares of capital stock of such corporation and, if a Person is a form of entity other than a corporation, ownership interests in such form of entity, whether membership interests or partnership interests, (ii) other securities directly or indirectly convertible into, or exercisable or exchangeable for, any securities described in clause (i) above, (iii) any options, warrants or rights to directly or indirectly subscribe for or purchase, any securities described in clause (i) or (ii) above, or (iv) any agreement containing profit participation or phantom equity features with respect to any Person that is an entity.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ ERISA Affiliate ” means any employers (whether or not incorporated) that would be treated together with the Company as a “single employer” under Section 414(b), (c), (m) or (o) of the Code.

“ Estimated Closing Cash ” has the meaning set forth in Section 2.05(a)(ii).

“ Estimated Closing Categories ” has the meaning set forth in Section 2.05(a)(ii).

“ Estimated Closing Receivables ” has the meaning set forth in Section 2.05(a)(ii).

“ Estimated Closing Liabilities ” has the meaning set forth in Section 2.05(a)(ii).

“ Estimated Indebtedness ” has the meaning set forth in Section 2.05(a).

“ Estimated Transaction Expenses ” has the meaning set forth in Section 2.05(a).

“ Exchange ” means the Toronto Stock Exchange.

“ Excluded Asset ” has the meaning set forth in the Asset Purchase Agreement.

“ Excluded Liability ” has the meaning set forth in the Asset Purchase Agreement.

“ Extraordinary Items Amount ” means the aggregate amount of the prepaid, extraordinary, one-time purchases made by the Company prior to the Closing and identified on Exhibit C-1 to Schedule C.

“ FinancePal ” means FinancePal Holdings LLC, an Illinois limited liability company, and Affiliate of the Company.

“ Financial Statements ” has the meaning set forth in Section 3.06.

“ Fraud ” means, with respect to any Person, actual and intentional fraud pursuant to the common laws of the State of Delaware committed by a Person in the making of the representations and warranties in ARTICLE III or ARTICLE IV as modified by the Disclosure Schedules, with the intent of deceiving the other Person to enter into this Agreement, and on which the other Person reasonably relies to its detriment. For the avoidance of doubt, the term “Fraud” does not include any clam for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence.

“ Fundamental Representations ” has the meaning set forth in Section 8.01.

“ GAAP ” means United States generally accepted accounting principles in effect from time to time.

“ G. Asimou Employment Agreement ” means that certain employment agreement between the Company and George Asimou in substantially the form attached hereto as Exhibit F.

“ Governmental Authority ” means any federal, state, provincial, territorial, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction and, for the avoidance of doubt, includes any Securities Authority.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.

“ Historical Accounting Practices ” means the historical cash basis bookkeeping and accounting practices identified and described on Schedule B attached hereto.

“ Home Servicing Receivables ” has the meaning set forth on Exhibit C.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“ Income Tax ” means any Tax imposed on or determined in whole or in part with reference to income, gross receipts, profits or similar measure, including any interest, penalty or other addition with respect thereto.

“ Income Tax Return ” means any Tax Return for Income Taxes.

“ Indebtedness ” means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services (other than amounts taken into account in the calculation of Closing Working Capital), (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments, (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations or synthetic lease obligations; (f) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions; (g) guarantees made by the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g).

“ Indemnification Escrow Amount ” means a number of Common Shares equal to Four Million Dollars ($4,000,000) divided by the Share Price as of the Closing Date.

“ Indemnification Escrow Fund ” has the meaning set forth in Section 2.04(a)(iii)(B).

“ Indemnified Party ” has the meaning set forth in Section 8.05.

“ Indemnifying Party ” has the meaning set forth in Section 8.05.

“ Indemnitee ” has the meaning set forth in Section 5.06(a).

“ Indemnitee Affiliates ” has the meaning set forth in Section 5.06(d).

“ Independent Accountant ” has the meaning set forth in Section 2.05(c)(iii).

“ Insurance Policies ” has the meaning set forth in Section 3.14.

“ Intellectual Property ” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-inpart, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“ Patents ”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“ Trademarks ”); (c) copyrights and works of authorship and all registrations, applications for registration, and renewals of any of the foregoing (“ Copyrights ”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“ Trade Secrets ”); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or industrial property and proprietary rights.

“ Intended Tax Treatment ” has the meaning set forth in Section 2.03(b).

“ Interim Financial Statements ” has the meaning set forth in Section 3.06.

“ J. Dayan Employment Agreement ” means that certain employment agreement between the Company and Jacob Dayan in substantially the form attached hereto as Exhibit A.

“ Knowledge of Buyer ” or “ Buyer’s Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge of Brent Turner or Ghazi Dakik, after due inquiry.

“ Knowledge of Sellers ” or “ Sellers’ Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge of any director, managing member, trustee, manager or officer of the Sellers or the Company, after due inquiry.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“ Liabilities ” has the meaning set forth in Section 3.07.

“ Licensed Intellectual Property ” means all Intellectual Property subject to the Company IP Agreements.

“ Lock-Up Agreement ” means an agreement between Parent and each of the Sellers in substantially the form attached hereto as Exhibit C.

“ Losses ” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however , that “ Losses ” shall not include punitive (except to the extent actually awarded to a Governmental Authority or other third party), incidental, consequential, special or indirect damages.

“ Material Adverse Effect ” means, with respect to any Person, any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of such Person, or (b) the ability of such Person to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement, except pursuant to Section 3.05; (vi) any changes in applicable Laws or accounting rules; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on such Person compared to other participants in the industries in which such Person conducts its businesses (in which case, only the incremental disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred).

“ Material Contracts ” has the meaning set forth in Section 3.09(a).

“ Material Suppliers ” has the meaning set forth in Section 3.13.

“ Membership Interests ” has the meaning set forth in the recitals.

“ Multiemployer Plan ” has the meaning set forth in Section 3.18(f).

“ N. Charveron Employment Agreement ” means that certain employment agreement between the Company and Nicholas Charveron in substantially the form attached hereto as Exhibit B.

“ Non-U.S. Benefit Plan ” has the meaning set forth in Section 3.18(b).

“ Objections Notice ” has the meaning set forth in Section 2.03(c).

“ Organizational Documents ” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.

“ Parent ” has the meaning set forth in the Preamble.

“ Parent Annual Financial Statements ” has the meaning set forth in Section 4.06(a).

“ Parent Consideration ” has the meaning set forth in Section 2.06.

“ Parent Financial Statements ” has the meaning set forth in Section 4.06(a).

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“ Permitted Encumbrances ” has the meaning set forth in Section 3.10(a).

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

“ Personal Information ” means information from or about a natural individual, or that can or could be used to identify or contact a natural individual (including such information, the collection, use, processing, storage, disclosure or management of which is restricted under applicable Laws), including but not limited to each of the following: (a) personally identifiable information and other personal information (e.g., name, address, telephone number, email address, financial account number, government-issued identifier, health information, demographic information and any other data used or intended to identify, contact or locate a person); (b) Internet Protocol (IP) addresses, other identifiers, geolocation information, and online activity; and (c) any type of information specified in or governed by an applicable Privacy Requirement, including any information that is included within the applicable definition of personally identifiable information, personal information, or personal data under any applicable Privacy Requirement.

“ Post-Closing Adjustment Statement ” has the meaning set forth in Section 2.05(b)(i).

“ Post-Closing Tax Period ” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning on or before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“ Post-Closing Taxes ” means Taxes of the Company for any Post-Closing Tax Period.

“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning on or before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“ Pre-Closing Taxes ” means (a) all Taxes imposed upon or payable by the Company with respect to any taxable period or portion thereof ending on (and including) or before the Closing Date; (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on (and including) or before the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Law; (c) any and all Taxes of any Person (other than the Company) imposed on or payable by the Company as a transferee or successor (whether by merger, conversion, liquidation or otherwise), by Contract, or pursuant to any Law, which Taxes relate to an event or transaction occurring on (and including) or before the Closing Date; and (d) any payroll Taxes of the Company that are accrued in a Pre-Closing Tax Period, or that would have been so accrued had such payroll Taxes not been deferred under the CARES Act.

“ Privacy Requirement ” means, with respect to a Person, (a) all applicable Laws relating to the collection, storage, use, disclosure, retention, processing or transfer of Personal Information, privacy or information security, (b) all applicable Laws concerning the security of products and/or information systems, (c) all Contracts to which such Person is a party or is otherwise bound that relate to Personal Information and/or protecting the security or privacy of information (d) each policy and notice (e.g., posted privacy policies; notices provided in connection with the collection, storage, use, disclosure, retention, processing or transfer of Personal Information; posted policies or notices concerning the security of products and/or information systems; internal policies and standards concerning the treatment of Personal Information and/or the security of products and/or information systems) relating to Personal Information, privacy and/or the security of products or information systems, and (e) all industry standards applicable to such Person, including, as applicable, the Payment Card Industry Data Security Standard.

“ Purchased Asset ” has the meaning set forth in the Asset Purchase Agreement.

“ Purchase Price ” has the meaning set forth in Section 2.02.

“ Purchase Price Adjustment Escrow Amount ” means One Million Dollars ($1,000,000).

“ Purchase Price Adjustment Escrow Fund ” has the meaning set forth in Section 2.04(a)(iii).

“ Purchase Price Allocation ” has the meaning set forth in Section 2.03(c).

“ Qualified Benefit Plan ” has the meaning set forth in Section 3.18(d).

“ Real Property ” means the real property owned, leased or subleased by the Company, together with all buildings, structures and facilities located thereon.

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing

or allowing to escape or migrate into or through the environment (including ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“ Representative ” means, with respect to any Person, any and all directors, managing members, managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ Resolution Period ” has the meaning set forth in Section 2.05(c)(ii).

“ Restrictive Covenant Agreements ” means those certain retention agreements among Buyer, the Company and an Affiliate of each Seller in substantially the form attached hereto as Exhibit H.

“ Retention Agreements ” means those certain share unit retention agreements between Parent and each of each Person identified on Section 7.01(h) of the Disclosure Schedules (each such individual, a “ Retained Employee ”) in substantially the form attached hereto as Exhibit G.

“ Review Period ” has the meaning set forth in Section 2.05(c)(i).

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Securities Authority ” means the relevant securities commission or securities regulatory authority of any federal, national, state, provincial or territorial jurisdiction of Canada or the United States, including the Commission.

“ Sellers ” has the meaning set forth in the preamble.

“ Seller Indemnitees ” has the meaning set forth in Section 8.03.

“ Sellers’ Accountants ” means Plante Moran, RSM US LLP and Jodi E. Gimbal, PC.

“ Share Consideration ” has the meaning set forth in Section 2.02(b).

“ Share Price ” means, as of any date of determination, the volume weighted average price per share of the Common Shares on the Toronto Stock Exchange (or on the principal stock exchange on which the Common Shares are then traded) for the period of the five (5) consecutive trading days prior to such date of determination, as reported by Bloomberg Financial L.P (or any successor thereto).

“ Standard Listing Condition ” has the meaning set forth in Section 4.07(f).

“ Statement of Objections ” has the meaning set forth in Section 2.05(c)(ii).

“ Straddle Period ” has the meaning set forth in Section 6.04.

“ Target Cash Amount ” means Two Hundred Fifty Thousand Dollars ($250,000).

“ Target Receivables Amount ” means Eight Million Five Hundred Thousand Dollars ($8,500,000).

“ Target Liabilities Amount ” means Zero Dollars ($0.00).

“ TAS ” has the meaning set forth in the Preamble.

“ Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“ Tax Advisor ” has the meaning set forth in Section 6.01(a)(ii).

“ Tax Claim ” has the meaning set forth in Section 6.06.

“ Tax Return ” means any return, declaration, report, claim for refund, information return, or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Claim ” has the meaning set forth in Section 8.05(a).

“ Transaction Expenses ” means all fees and expenses incurred by the Sellers or by the Company on or prior to the Closing on the Closing Date in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation of the transactions contemplated hereby and thereby.

“ TSX Trust ” means the TSX Trust Company.

“ TSX Trust Agreement ” means the Security Escrow Agency Agreement entered into by Parent and Sellers’ Representative.

“ Undisputed Amounts ” has the meaning set forth in Section 2.05(c)(iii).

“ Union ” has the meaning set forth in Section 3.19(b).

“ VDA Dispute Accountant ” has the meaning set forth in Section 6.01(a)(ii).

“ VDA Procedure ” has the meaning set forth in Section 6.01(a)(ii).

“ VDA State ” has the meaning set forth in Section 6.01(a)(ii).

“ WARN Act ” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

ARTICLE II PURCHASE AND SALE

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title, and interest in and to the Membership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Section 2.02 Purchase Price. The aggregate consideration for the purchase and sale of the Membership Interests (the “ Purchase Price ”) shall be:

(a) An amount equal to Sixty-Nine Million Nine Hundred Fifty Thousand Dollars ($69,950,000), subject to adjustment pursuant to Section 2.04 hereof (the “ Cash Purchase Price ”); and

(b) A number of Common Shares equal to Twenty Million Dollars ($20,000,000) divided by the Share Price as of the Effective Time (the “ Share Consideration ”).

Section 2.03 Purchase Price Allocation.

(a) The Purchase Price shall be allocated pro rata among the Sellers in accordance with the Membership Interests held by Sellers immediately prior to Closing as set forth on Schedule A.

(b) The Parties shall treat the Buyer’s acquisition of the Membership Interests hereunder as a taxable purchase of the Company’s assets and assumption of the Company’s liabilities (collectively, the “ Intended Tax Treatment ”). The Parties agree to treat and report the transactions contemplated by this Agreement, for all U.S. federal (and applicable U.S. state, and local) income Tax purposes, including on all applicable Tax Returns, in accordance with the Intended Tax Treatment, except to the extent required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable U.S. state or local law).

(c) Within ninety (90) days of the Closing, or as soon thereafter as reasonably practicable, the Buyer shall prepare and deliver to the Sellers’ Representative an allocation of the purchase price (as determined for Tax purposes) among the assets of the Company in accordance with (i) the allocation methodology set forth on Section 2.03(c) of the Disclosure Schedules and (ii) Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law; as appropriate) (the “ Purchase Price Allocation ”). The Sellers’ Representative shall cooperate with the Buyer, as reasonably requested by the Buyer, in connection with the Buyer’s preparation of the Purchase Price Allocation. The Sellers’ Representative shall have a period of thirty (30) days following the Buyer’s delivery of the Purchase Price Allocation to present in writing to the Buyer notice of any objections that the Sellers may have to the allocations set forth

therein (an “ Objections Notice ”). If the Sellers’ Representative shall raise any objections within such thirty (30) day period, the Buyer and the Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the Parties fail to agree within fifteen (15) days after the delivery of the Objections Notice, any dispute shall be resolved by a mutually agreed upon nationally recognized accounting firm, whose determination shall be in accordance with the allocation methodology set forth on Section 2.03(c) of the Disclosure Schedules and final and binding on the Parties, with fees of such accounting firm borne fifty percent (50%) by the Sellers and fifty percent (50%) by the Buyer. The Purchase Price Allocation as finally determined hereunder shall be binding on the Parties and the Sellers’ Representative and the Buyer shall (and shall cause their Affiliates to) file all Tax Returns in a manner consistent with such Purchase Price Allocation. Any subsequent adjustments to purchase price shall be allocated in a manner consistent with the finally prepared Purchase Price Allocation. The Parties agree that: (i) no proceeds under this Agreement are received or receivable by the Sellers in consideration for granting any restrictive covenants (as defined in Section 56.4 of the Income Tax Act (Canada)) in the Restrictive Covenant Agreements; and (ii) any such restrictive covenants are being granted to maintain or preserver the fair market value of the Membership Interests.

Section 2.04 Transactions to be Effected at the Closing.

(a) At the Closing, Buyer shall:

(i) deliver to Sellers’ Representative or cause to be delivered to Sellers’ Representative (on behalf of Sellers):

(A) the Closing Cash Payment less the Purchase Price Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Sellers to Buyer no later than two (2) Business Days prior to the Closing Date;

(B) certificates or Direct Registration System (“DRS”) advices representing the Share Consideration, less certificates or DRS advices representing the Indemnification Escrow Amount, which shall be placed in escrow in accordance with the terms of the TSX Escrow Agreement; and

(C) the agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.02 of this Agreement.

(ii) Pay, or cause to be paid, on behalf of the Company or Sellers, the following amounts:

(A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Payments Certificate; and

(B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Payments Certificate.

(iii) Deliver, or cause to be delivered:

(A) to DTC, the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the DTC Escrow Agreement, the “ Purchase Price Adjustment Escrow Fund ”) by wire transfer of immediately available funds to accounts designated by DTC, to be held for the purpose of securing the obligations of Sellers in Section 2.05(d);

(B) certificates or DRS confirmations representing the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the TSX Escrow Agreement, the “ Indemnification Escrow Fund ”) to accounts designated by TSX Trust, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE VIII and the obligations of Sellers in Section 2.05(d) (at Buyer’s election); and

(b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer:

(i) an assignment of the Membership Interests to Buyer in substantially the form attached hereto as Exhibit E (the “ Assignment ”), duly executed by Sellers; and

(ii) the agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 7.01 of this Agreement.

Section 2.05 Purchase Price Adjustment.

(a) Closing Adjustment.

(i) At the Closing, the Cash Purchase Price shall be adjusted in the following manner:

(A) decreased by the amount, if any, by which Estimated Closing Liabilities (as determine in accordance with Section 2.05(a)(ii)) is greater than the Target Liabilities Amount, as set forth in the Closing Adjustment Statement;

(B) either (1) increased by $.70 for each $1.00, if any, by which the Estimated Closing Receivables (as determined in accordance with Section 2.05(a)(ii) and up to, but not in excess of, the amount of the Closing Receivables Cap) is greater than the Target Receivables Amount, or (2) decreased by $.70 for each $1.00, if any, by which the Estimated Closing Receivables is less than the Target Receivables Amount as set forth in the Closing Adjustment Statement;

(C) either (1) increased by the amount, if any, by which the Estimated Closing Cash is greater than the Target Cash Amount, or (2) decreased by the amount, if any, by which the Estimated Closing Cash is less than the Target Cash Amount as set forth in the Closing Adjustment Statement;

(D) decreased by the outstanding Indebtedness of the Company as of the Closing as set forth in the Closing Payments Certificate (the “ Estimated Indebtedness ”);

(E) decreased by the amount of unpaid Transaction Expenses of the Company as of the Closing as set forth in the Closing Payments Certificate (the “ Estimated Transaction Expenses ”); and

(F) increased by the Extraordinary Item Amount, as set forth in the Closing Adjustment Statement.

The net amount after giving effect to the adjustments listed above shall be the “ Closing Cash Payment .”

(ii) Prior to the date hereof, the Sellers have or have caused the Company to prepare and deliver to Buyer a statement (the “ Closing Adjustment Statement ”) setting forth its good faith estimates of (A) Closing Receivables (such estimate, after the application of the Closing Receivables Cap, the “ Estimated Closing Receivables ”), (B) Closing Liabilities (such estimate, the “ Estimated Closing Liabilities ”)(in each case without giving effect to the transactions contemplated herein), (C) the Cash of the Company as of the Effective Time (the “ Estimated Closing Cash ”), (D) the Estimated Indebtedness, (E) the Estimated Transaction Expenses, (F) the Extraordinary Items Amount (items (A) through (F), the “ Estimated Closing Categories ”) and (G) the Home Servicing Receivables, and a certificate of an officer of the Company that the estimates set forth on the Closing Adjustment Statement were prepared in accordance with the Sample Adjustment Calculation and Principles set forth on Schedule C.

(b) Post-Closing Adjustment. Within forty five (45) days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement setting forth its determinations and calculations of (i) Closing Receivables (and the amount resulting from the application of the Closing Receivables Cap), (ii) Closing Liabilities (in each case without giving effect to the transactions contemplated herein), (iii) Cash of the Company

as of the Effective Time (the “ Closing Cash ”), (iv) Indebtedness of the Company as of the Closing, (v) Transaction Expenses as of the Closing, (vi) the Extraordinary Items Amount and (vii) the Home Servicing Receivables (and the amount resulting from the application of the Home Servicing Receivables Cap) (the “ Post-Closing Adjustment Statement ”) and a certificate of an officer of Buyer that the Post-Closing Adjustment Statement was prepared in accordance with the Sample Adjustment Calculation and Principles set forth on Schedule C. The sum of the differences, positive or negative, between each of the respective Estimated Closing Categories set forth on the Closing Adjustment Statement and its respective counterpart in the Post-Closing Adjustment Statement shall be known as the “ True-Up Amount ”; provided, however, that any difference in the Closing Receivables set forth on the Post-Closing Adjustment Statement and the Estimated Closing Receivables set forth on the Closing Adjustment Statement shall only apply to the True Amount by $.70 for each $1.00 in difference (positive or negative). For the avoidance of doubt, the foregoing procedures are not intended to permit the introduction of judgments, accounting methods (such as GAAP or IFRS), policies, principles, practices, procedures, classifications or estimation methodologies different than the Sample Adjustment Calculation and Principles set forth on Schedule C. If for any reason, the Buyer fails to deliver the Post-Closing Adjustment Statement within the time period required by this Section 2.05(b) then, at the election of the Sellers’ Representative, in its sole discretion, (w) the Closing Adjustment Statement shall become the Post-Closing Adjustment Statement or (x) the Sellers’ Representative shall retain (at the expense of Buyer) a nationally or regionally recognized independent accounting firm to (y) review the calculations included in the Closing Adjustment Statement and (z) make any adjustments necessary thereto consistent with the provisions of Section 2.05, the determination of such accounting firm being conclusive and binding on the Parties, including for purposes of payments and distributions pursuant to Section 2.05(d). The True-Up Amount shall be referred to herein as (A) the “ Shortfall Adjustment Amount ” if it is a negative number or (B) the “ Excess Adjustment Amount ” if it is a positive number.

(c) Examination and Review.

(i) Examination. After receipt of the Post-Closing Adjustment Statement, Sellers’ Representative shall have thirty (30) days (the “ Review Period ”) to review the Post-Closing Adjustment Statement. During the Review Period, Sellers’ Representative and Sellers’ Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Parent, Buyer and/or Buyer’s Accountants to the extent that they relate to the Post-Closing Adjustment Statement and to such historical financial information (to the extent in Parent’s or Buyer’s possession) relating to the Post-Closing Adjustment Statement as Sellers’ Representative may reasonably request for the purpose of reviewing the Post-Closing Adjustment Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer or the Company.

(ii) Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Post-Closing Adjustment Statement by delivering

to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ Representative’s disagreement therewith (the “ Statement of Objections ”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment Statement and the Adjusted Closing Cash Payment, as the case may be, reflected in the Post-Closing Adjustment Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “ Resolution Period ”), and, if the same are so resolved within the Resolution Period, the Adjusted Closing Cash Payment and the Post-Closing Adjustment Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and binding.

(iii) Resolution of Disputes. If Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“ Disputed Amounts ” and any amounts not so disputed, the “ Undisputed Amounts ”) shall be submitted for resolution to the office of Plante & Moran PLLC or, if Plante & Moran PLLC is unable to serve, Buyer and Sellers’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “ Independent Accountant ”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Adjusted Closing Cash Payment, as the case may be, and the Post-Closing Adjustment Statement. The Buyer and the Sellers’ Representative agree to execute a reasonably acceptable engagement letter in customary form within five (5) Business Days after the Independent Accountant requests such a letter in writing. The parties hereto agree that all adjustments shall be made without regard to materiality and in accordance with the Sample Adjustment Calculation and Principles set forth on Schedule C. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Adjustment Statement and the Statement of Objections, respectively.

(iv) Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sellers and Buyer.

(v) Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to

the Post-Closing Adjustment Statement and/or the Adjusted Closing Cash Payment shall be conclusive and binding upon the parties hereto.

(d) Payments of Post Closing Adjustment. Payment of either the Shortfall Adjustment Amount or the Excess Adjustment Amount, as the case may be, shall be paid by wire transfer of immediately available funds and due within five (5) Business Days of (I) the determination of Independent Account per Section 2.05(c)(v), if there are Disputed Amounts, or (II) acceptance of the applicable Post-Closing Adjustment Statement by the Sellers Representative without objection or upon mutual resolution of the Parties per Section 2.05(c)(ii).

(i) In the case of a Shortfall Adjustment Amount, (A) Buyer and Sellers’ Representative shall jointly instruct DTC to pay the Shortfall Adjustment Amount out of the Purchase Price Adjustment Escrow Fund pursuant to the terms of the DTC Escrow Agreement to an account designated in writing by Buyer, and (B) Buyer and Sellers’ Representative shall promptly provide joint written instructions to DTC to release any remaining amounts in the Purchase Price Adjustment Escrow Fund, if any, to the account(s) designated in writing by Sellers’ Representative for further distribution to Sellers in accordance with their pro rata allocations set forth on Schedule A. If the amounts in the Purchase Price Adjustment Escrow Fund are insufficient to satisfy the full amount of such payment, such difference (the “ Escrow Shortage ”) shall be paid directly by the Sellers, jointly and severally, to Buyer. Notwithstanding the foregoing sentence, Buyer shall have the right (but not the obligation) to direct TSX, upon providing fifteen (15) days prior written notice to Sellers’ Representative, to cancel such number of Common Shares equal to the relevant Escrow Shortage divided by the Share Price on the date payment of the Escrow Shortage is due.

(ii) In the case of an Excess Adjustment Amount, (A) Buyer shall pay to the Sellers’ Representative such amount to the account(s) designated in writing by Sellers’ Representative and (B) Buyer and Sellers’ Representative will promptly provide joint written instructions to DTC to release all amounts in the Purchase Price Adjustment Escrow Fund to the account(s) designated in writing by Sellers’ Representative, in each case, for further distribution to the Sellers in accordance with their pro rata allocation set forth on Schedule A.

(iii) In the case that the Adjusted Closing Cash Payment is equal to the Closing Cash Payment, then Buyer and Sellers’ Representative will promptly provide joint written instructions to DTC to release all amounts in the Purchase Price Adjustment Escrow Fund to the account(s) designated in writing by Sellers’ Representative, for further distribution to the Sellers in accordance with their pro rata allocation set forth on Schedule A.

(e) Post-Closing Payment of Home Servicing Receivables Amount. Buyer shall pay to Sellers an amount equal to $.70 for each $1.00 of the Home Serving Receivables (up to, but not exceeding, the amount of the Home Servicing Receivables Cap) by wire transfer of immediately available funds within five (5) Business Days of (I) the

determination of Independent Account per Section 2.05(c)(v), if the amount of Home Servicing Receivables are a Disputed Amount, or (II) acceptance of the amount of the Home Servicing Receivables set forth on the Closing Adjustment Statement by the Sellers Representative without objection or upon resolution of the Parties per Section 2.05(c)(ii) above.

(f) Adjustments for Tax Purposes. Any payments made pursuant to Section 2.05 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Section 2.06 Buyer Share Issuances.

(a) Issue of Shares. As consideration for Parent issuing Common Shares to Sellers pursuant to Section 2.02 and 2.04, and, to the extent applicable, effecting payment of the Closing Cash Payment (including payment of the Purchase Price Adjustment Escrow Amount to DTC) and paying off the Indebtedness and Transaction Expense (each as adjusted pursuant to Section 2.05) (such Common Shares and payments by Parent, the “ Parent Consideration ”), for each Common Share so issued by Parent, and for each $10 paid pursuant to Section 2.04 by Parent in satisfaction of the Closing Cash Payment, Indebtedness and/or Transaction Expenses, Buyer shall issue to Parent (at the time the Common Shares are issued or such payments are made by Parent) one validly issued, fully paid and nonassessable Unit (as defined in the Buyer’s Organizational Documents) of Buyer (rounding down to the nearest whole number of such Units) (the “ Buyer Units ”).

(b) Adjustment. The Buyer Units issued by Buyer pursuant to Section 2.06(a) as consideration for Parent delivering the Parent Consideration are intended to have a fair market value on the date of issue (the “ Buyer Unit Issue Date ”) equal to the fair market value on the date of issue or payment of the Parent Consideration, and the number of Buyer Units issued pursuant to Section 2.06(a) is based on the parties’ best estimates of such value. Parent and Buyer agree that (x) the number of Buyer Units to be issued may be adjusted by resolution of the sole member of Buyer as of the Buyer Unit Issue Date to better represent the fair market value of the Parent Consideration in respect of which they are to be issued, and (y) should the Canada Revenue Agency or any other taxing authority determine, allege or propose to assess or reassess Parent or its shareholders on the basis that the fair market value of the Buyer Units is not equal to the fair market value of the Parent Consideration in respect of which they were issued, subject to Parent exhausting or waiving its rights of objection to or appeal from any assessment or reassessment by such taxing authority, the number of Buyer Units issued pursuant to Section 2.06(a) shall be increased or (by way of cancelation for no consideration) decreased to equal the fair market value of the Parent Consideration in respect of which they were issued, as determined by agreement with such taxing authority or by a final and binding decision of a court. Any adjustment required hereunder shall be made as of the Buyer Unit Issue Date.

(c) Parent Capital Accounts. Parent shall add to its capital account pursuant to the Business Corporations Act (British Columbia) in respect of the Common Shares an amount which is equal to the fair market value of the Buyer Units issued by Buyer to Parent as contemplated in Section 2.06(a) (as adjusted pursuant to Section 2.06(b)), in respect of

the Common Shares delivered by Parent to Sellers pursuant to the transactions contemplated herein.

Section 2.07 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place concurrently with the execution and delivery of this Agreement by electronic document transfer (i.e., pdf signature pages and fully executed documents exchanged via email) or at such other date, time and place as Sellers and Buyer agree to in writing (the date on which the Closing actually occurs, the “ Closing Date ”). Regardless of the time at which the Closing occurs, the Closing will be deemed for accounting and calculation purposes to have occurred at 12:01 a.m. Central Standard Time on the Closing Date (the “ Effective Time ”).

Withholding Tax. Buyer, Parent and the Company shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer, Parent and/or the Company may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the Sellers hereunder. Prior to making any such deduction or withholding, Buyer shall promptly inform the Sellers of the amount and basis for any such deduction or withholding. Buyer shall reasonably cooperate with the Sellers’ Representative to reduce the basis for such deduction or withholding (including providing the Sellers with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding).

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the Disclosure Schedules, Sellers jointly and severally represent and warrant to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.

Section 3.01 Organization and Authority of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization. Each Seller has full power and authority to enter into this Agreement and the Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Ancillary Document to which such Seller is a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Sellers. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. When each Ancillary Document to which any Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution, and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Section 3.02 Organization, Authority and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Illinois and has full limited liability company power and authority to own,

operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All limited liability company actions taken by the Company in connection with this Agreement and the other Ancillary Documents will be duly authorized on or prior to the Closing.

Section 3.03 Capitalization.

(a) Each Seller is the record owners of and have good and valid title to the Membership Interests set forth opposite its name on Schedule A, free and clear of all Encumbrances. The Membership Interests constitute 100% of the total issued and outstanding membership interests in the Company. The Membership Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances.

(b) The Membership Interests were issued in compliance with applicable Laws. The Membership Interests were not issued in violation of the Organizational Documents of the Company or any other agreement, arrangement, or commitment to which any Seller or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person.

(c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in the Company or obligating any Seller or the Company to issue or sell any membership interests (including the Membership Interests), or any other interest, in the Company. Other than the Organizational Documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests.

Section 3.04 No Subsidiaries. The Company does not own, or have any interest in any shares or have an ownership interest in any other Person.

Section 3.05 No Conflicts; Consents. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Documents to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of any Seller or Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate or cancel any Material Contract to which any Seller or the Company is a party or by which any Seller or the Company is bound or to which

any of their respective properties and assets are subject or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Company in connection with the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

Section 3.06 Financial Statements. Complete copies of the Company’s managementprepared financial statements consisting of the balance sheet of the Company as at December 31 in each of the years 2019 and 2020 and the related statements of income and retained earnings, members’ equity and cash flow for the years then ended (the “ Annual Financial Statements ”), and management-prepared financial statements consisting of the balance sheet of the Company as at November 30, 2021 and the related statements of income and retained earnings, members’ equity and cash flow for the eleven-month period then ended (the “ Interim Financial Statements ” and together with the Annual Financial Statements, the “ Financial Statements ”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with the Company’s Historical Accounting Practices set forth on Schedule B. The balance sheet of the Company as of November 30, 2021 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance Sheet Date. ”

Section 3.07 Undisclosed Liabilities .

(a) The Company has no individual liabilities, obligations or commitments of the nature required to be set forth on a balance sheet in accordance with GAAP, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise in excess of Two Hundred Fifty Thousand Dollars ($250,000) (“ Liabilities ”) , except (a) those Liabilities which have been incurred in the ordinary course of business consistent with past practice, which the Parties agree includes, without limitation, the Company’s servicing Liabilities upon which future services are owed by the Company, (c) Liabilities expressly included in the calculation of the Purchase Price adjustments pursuant to Section 2.05, (d) Liabilities arising solely in connection with this Agreement and the transactions contemplated hereby, (e) Liabilities set forth in the Disclosure Schedules or of which Buyer has Knowledge, and (f) Liabilities discharged or paid in full on or prior to the Closing.

Section 3.08 Absence of Certain Changes, Events, and Conditions. Except as set forth on Section 3.08 of the Disclosure Schedule, since the Balance Sheet Date, and other than in (i) the ordinary course of business consistent with past practice (including, without limitation, ordinary course year-end planning) or (ii) in connection with the Asset Purchase Agreement, there has not been, with respect to the Company, any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) amendment of the Organizational Documents of the Company;

(d) issuance, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests in the Company;

(e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase or acquisition of any of the Company’s outstanding membership interests;

(f) material change in any method of accounting or accounting practice of the Company, except as disclosed in the notes to the Financial Statements;

(g) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice;

(h) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;

(i) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Owned Intellectual Property or Company IP Agreements;

(j) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Company Owned Intellectual Property;

(k) material damage, destruction or loss (whether or not covered by insurance) to its property;

(l) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;

(m) any material capital expenditures;

(n) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible;

(o) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed One Hundred Thousand Dollars ($100,000), or (iii) action to accelerate the vesting or payment of any compensation or

benefit for any current or former employee, officer, manager, independent contractor or consultant;

(p) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;

(q) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees;

(r) entry into a new line of business or abandonment or discontinuance of existing lines of business;

(s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(t) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($100,000), individually (in the case of a lease, per annum) or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;

(u) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof;

(v) action to make, change or rescind any Tax election or Tax accounting period, adopt or change any accounting method, file any amend any Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or

(w) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.09 Material Contracts.

(a) Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including brokerage contracts)

listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules and all Company IP Agreements set forth in Section 3.12(b) of the Disclosure Schedules, being “ Material Contracts ”):

(i) each Contract of the Company involving aggregate consideration in excess of Two Hundred Fifty Thousand Dollars ($250,000);

(ii) other than marketing and lead acquisition agreements entered into in the ordinary course of business, all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other liability of any Person;

(iii) all Contracts that relate to the acquisition or disposition of any business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stock or other equity interests, sale of assets or otherwise);

(iv) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than 90 days’ notice;

(v) except for Contracts relating to trade payables, all Contracts relating to indebtedness (including guarantees) of the Company;

(vi) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time;

(vii) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company involving aggregate consideration in excess of Two Hundred Fifty Thousand Dollars ($250,000);

(viii) all Contracts between or among the Company on the one hand and any Seller or any Affiliate of Seller (other than the Company) on the other hand;

(ix) any Contract involving any resolution or settlement of any actual or threatened Action within the last three (3) years; and

(x) all collective bargaining agreements or Contracts with any Union to which the Company is a party.

(b) Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the Company or, to Sellers’ Knowledge, any other party thereto is in material breach of or material default under (or is alleged to be in breach of or default under) or has provided or received any written notice of any intention to terminate, any Material Contract. Complete and correct copies of each

Material Contract (including all material modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer.

Section 3.10 Title to Assets; Real Property.

(a) The Company has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the date of the most recent Annual Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the most recent Annual Financial Statements. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):

(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;

(ii) liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings diligently conducted as set forth on Section 3.10(a) of the Disclosure Schedules;

(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000);

(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company; or

(v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000).

(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy, or enjoyment of any leased Real Property. To Sellers’ Knowledge, the use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Sellers’ Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are

no Actions pending nor, to the Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Section 3.11 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair (excepting ordinary course wear and tear), and are adequate for the uses to which they are being put prior to the Closing Date, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Except for the assets disposed of pursuant to the Asset Purchase Agreement, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets reasonably necessary to conduct the business of the Company as currently conducted.

Section 3.12 Intellectual Property.

(a) Section 3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of all (i) Company IP Registrations, specifying as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status; and (ii) all unregistered Trademarks included in the Company Owned Intellectual Property that are material to the business of the Company as currently conducted; and (iii) all proprietary software of the Company included in the Company Owned Intellectual Property that is material to the business of the Company as currently conducted; (iv) all other Company Owned Intellectual Property that is material to the business of the Company as currently conducted; and (v) all Licensed Intellectual Property that is material to the business of the Company as currently conducted.

(b) Section 3.12(b) of the Disclosure Schedules contains a correct, current and complete list of all Company IP Agreements. Sellers have provided Buyer with true, current and complete copies of all Company IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Company IP Agreement set forth in Section 3.12(b) of the Disclosure Schedules is valid and binding on the Company in accordance with its terms and is in full force and effect. Except as set forth in Section 3.12(b) of the Disclosure Schedules, neither the Company nor any other party thereto is, or is alleged to be, in material breach of or material default under, or has provided or received any notice of material breach of, material default under, or intention to terminate (including by non-renewal), any Company IP Agreement.

(c) The Company is (i) the sole and exclusive legal, beneficial and record owner of all right, title, and interest in and to the Company IP Registrations and (ii) to the

Company’s Knowledge the sole and exclusive legal and beneficial owner of all right, title and interests in all other Company Owned Intellectual Property. The Company has the valid and enforceable right to use all Licensed Intellectual Property used in or necessary for the conduct of the Company’s business as currently conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances or other restrictions set forth in the Company IP Agreements. The Company has made available to Buyer samples of contracts that employees and independent contractors involved in, or contributing to, the invention, creation, or development of any material Company Intellectual Property are required to execute regarding the Company’s ownership of the Intellectual Property invented, created, or developed by such employee or independent contractor for the Company.

(d) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the material loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Company Owned Intellectual Property or Licensed Intellectual Property.

(e) All of the Company Owned Intellectual Property and, to Sellers’ Knowledge, Licensed Intellectual Property are valid and enforceable, and all Company IP Registrations are subsisting and in full force and effect. The Company has taken reasonable and necessary steps to maintain in full force and effect the Company Owned Intellectual Property and to preserve the confidentiality of the Trade Secrets included in the Company Owned Intellectual Property, including by entering into written non-disclosure agreements with Persons to which Company has disclosed such Trade Secrets unless such Persons have an independent obligation to maintain the confidentiality thereof (e.g., attorneys or other professionals retained by the Company). All required filings and fees related to the Company IP Registrations have been timely submitted with and paid to the relevant Governmental Authorities and authorized registrars.

(f) To Sellers’ Knowledge, the conduct of the Company’s business as currently and formerly conducted, including the use of the Company Owned Intellectual Property in connection therewith, and the products, processes and services of the Company have not infringed, misappropriated or otherwise violated the Intellectual Property or other proprietary rights of any Person. To Sellers’ Knowledge, no Person has infringed, misappropriated or otherwise violated any Company Owned Intellectual Property or other proprietary rights in the Company Owned Intellectual Property.

(g) Except as set forth in Section 3.12(g) of the Disclosure Schedules, there are no Actions of which the Company has received written notice from any Person or provided written notice to any Person, as applicable (including any opposition, cancellation, revocation, review or other proceeding), whether settled, pending or, to the Sellers’ Knowledge, threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation or other violation by the Company of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability or ownership of any Company Owned Intellectual Property or the Company’s right, title, or interest in or to any Company Owned Intellectual Property; or (iii) by the

Company alleging any infringement, misappropriation, or other violation by any Person of the Company Owned Intellectual Property or such Licensed Intellectual Property. The Company is not subject to any outstanding Governmental Order (including any motion or petition therefor) that restricts or impairs the use of any Company Owned Intellectual Property.

(h) Section 3.12(h) of the Disclosure Schedules contains a correct, current, and complete list of all social media accounts used in the Company’s business. To the Sellers’ Knowledge, the Company has complied in all material respects with the terms of use, terms of service, and other Contracts and policies and guidelines relating to its use of any social media platforms, sites, or services.

(i) All Company IT Systems are in good working condition and are sufficient for the operation of the Company’s business as currently conducted in all material respects. Except as set forth in Section 3.12(i) of the Disclosure Schedules, in the past three (3) years, there has been no continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Company IT Systems that has resulted or, to Sellers’ Knowledge, is reasonably likely to result in disruption or damage to the business of the Company. The Company has taken commercially reasonable steps for the industry in which the Company operates and the relative size of the Company to safeguard the confidentiality, availability, security, and integrity of the Company IT Systems in its possession or under its control.

(j) To Sellers’ Knowledge, the Company has complied with all Privacy Requirements except where the failure to be in compliance would not have a Material Adverse Effect. In the past three (3) years, the Company has not been subject to or received any written notice of any audit, investigation, complaint, or other Action by any Governmental Authority or other Person concerning the Company’s collection, use, processing, storage, transfer, or protection of personal information or actual violation of any applicable Law concerning privacy, data security, or data breach notification.

Section 3.13 Suppliers. Section 3.13 of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to Five Hundred Thousand Dollars ($500,000) for each of the two most recent fiscal years (collectively, the “ Material Suppliers ”); and (ii) the amount of purchases from each Material Supplier during such periods. The Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.

Section 3.14 Insurance. Section 3.14 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by the Company and relating to the assets, business, operations, employees, officers and managers of the Company (collectively, the “ Insurance Policies ”) and true and complete copies of such Insurance Policies have been made available to Buyer. Such Insurance Policies are in full force and effect. Since the

Balance Sheet Date, the Company has not received any written notice of cancellation of or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company. All such Insurance Policies (a) are valid and binding against the Company in accordance with their terms; (b) are provided by carriers who are, to Sellers’ Knowledge, financially solvent; and (c) have not been subject to any material lapse in coverage. There are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. The Company is not in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.

Section 3.15 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 3.15(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any of their respective Affiliates and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Section 3.16 Compliance With Laws; Permits.

(a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, the Company has for the last three (3) years complied, and is now complying, with all Laws applicable to it or its business, properties or assets, except where the failure to be in compliance would not have a Material Adverse Effect. Except as set forth in Section 3.16(a) of the Disclosure Schedules, the Company has not received any written or, to Sellers’ Knowledge, oral notice of any material noncompliance with, violation of or default under any Law or Governmental Order relating to the business of the Company or any Action in respect thereof. Except as set forth in Section 3.16(a) of the Disclosure Schedules, the Company is not a party to any currently effective agreement or settlement with any Governmental Authority with respect to any alleged material noncompliance with, violation or default under any Law or Governmental Order relating to the business of the Company.

(b) Except where failure to obtain or maintain a Permit would not have a Material Adverse Effect, all Permits required for the Company to conduct its business (“ Business Permits ”) have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Business Permits as of the date hereof have been paid in full or will be paid prior to the Closing. Section 3.16(b) of the Disclosure Schedules lists all current Business Permits issued to the Company, including the names of the

Business Permits and their respective dates of issuance and expiration. Company is in material compliance with all terms and conditions of the Business Permits.

(c) Company has for the past three (3) years timely filed all material regulatory reports, schedules, statements, documents, filings, submissions, forms, registrations and other documents, together with any material amendments required to be made with respect thereto, that the Company was required to file with any Governmental Authority relating to the business of the Company, and has for the past three (3) years timely paid all fees and assessments due and payable in connection therewith, in all material respects.

Section 3.17 Environmental Matters.

(a) Since January 1, 2019, (i) the Company has been in compliance with all applicable Environmental Laws and the Company has obtained and has been in compliance with all Environmental Permits and Environmental Laws required for the conduct of the Company’s business, except, in each case, where the failure to be in compliance would not have a Material Adverse Effect, (ii) there is no Environmental Claim relating to the Company’s business pending or, to the Sellers’ Knowledge, threatened in writing, against the Company, and all such past Environmental Claims have been finally and fully resolved, and (iii) to the Sellers’ Knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the Release or presence of any Hazardous Materials, that could reasonably be expected to form the basis of any Environmental Claim against the Company or require any remedial action by the Company pursuant to applicable Environmental Law.

(b) Sellers have provided to the Buyer copies of all material studies, audits, assessments and reports, if any, in its possession or control and issued since January 1, 2019, relating to Hazardous Materials or Environmental Claims, pertaining to the environmental condition of the real properties of the Company, or the compliance (or noncompliance) by the Company with Environmental Laws.

Section 3.18 Employee Benefit Matters.

(a) Section 3.18(a) of the Disclosure Schedules contains a true and complete list of any pension, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement, in each case whether or not in writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or, has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of the Company or any spouse or dependent of such individual, or under which the Company or any of its ERISA Affiliates has or may have any material Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any material Liability, contingent or

otherwise (as listed on Section 3.18(a) of the Disclosure Schedules, each, a “ Benefit Plan ”).

(b) Section 3.18(b) of the Disclosure Schedules lists each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company primarily for the benefit of employees outside of the United States (a “ Non-U.S. Benefit Plan ”).

(c) With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following, if applicable: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements, and investment management or investment advisory agreements; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications (or a description of any material oral communications), and any other material written communications relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed, a copy of the two (2) most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two (2) most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan.

(d) Except as set forth in Section 3.18(d) of the Disclosure Schedules, each Benefit Plan and any related trust has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws (including ERISA, the Code and any applicable local Laws), except where the failure to be in compliance would not have a Material Adverse Effect. Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “ Qualified Benefit Plan ”) is so qualified and received a favorable determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to any material tax or penalty under Sections 4975 or 4980H of the Code.

(e) Except as set forth in Section 3.18(e) of the Disclosure Schedules, all benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws.

(f) Except as set forth in Section 3.18(f) of the Disclosure Schedules, neither the Company nor any of its ERISA Affiliates at any time within the past three (3) years, has maintained, sponsored, contributed to, or had any liability with respect to a multiemployer plan as defined under Section 3(37) of ERISA (a “ Multiemployer Plan ”), a single employer pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

(g) Each Benefit Plan can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms. The Company has no commitment or obligation and has not made any representations to any employee, officer, manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.

(h) Except as set forth in Section 3.18(h) of the Disclosure Schedules and other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree health benefits to any current or former employees, officers, managers, consultants or their dependents, and neither the Company nor any ERISA Affiliates participating in the Company Benefit Plans have any Liability to provide post-termination or retiree health benefits to such individuals.

(i) Except as set forth in Section 3.18(i) of the Disclosure Schedules, there is no pending or, to Sellers’ Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority.

(j) There has been no amendment to, announcement by Sellers, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any manager, officer, employee, independent contractor or consultant, as applicable.

(k) Each Benefit Plan that is subject to Section 409A of the Code is currently administered in accordance with its terms and in material compliance with the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify, or otherwise reimburse any

individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code.

(l) Except as set forth in Section 3.18(l) of the Disclosure Schedules, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former manager, officer, employee, independent contractor or consultant of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any such individual; (iii) limit or restrict the right of the Company to merge, amend or terminate any Benefit Plan; or (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan.

(m) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.

Section 3.19 Employment Matters.

(a) Section 3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; and (v) commission, bonus or other incentive-based compensation paid in the year to date. Except as set forth in Section 3.19(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full.

(b) The Company is not, and has not been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “ Union ”), and there is not, and has not been for the past three (3) years, any Union representing or purporting to represent any employee of the Company, and, to Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.19(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Company or any of its employees. The Company has no duty to bargain with any Union.

(c) To the Sellers’ Knowledge, the Company is and has been in the past three (3) years in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment,

retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance, except where the failure to be in compliance would not have a Material Adverse Effect. To the Sellers’ Knowledge, the Company is in compliance with and has in the past three (3) years complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Company pending, or to the Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Company, including any charge, investigation claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.

(d) The Company has complied with the WARN Act.

Section 3.20 Taxes. Except as set forth in Section 3.20 of the Disclosure Schedules:

(a) All income and other material Tax Returns required to be filed on or before the Closing Date by the Company and FinancePal, with respect to the Company, have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by the Company and FinancePal, with respect to any Taxes of the Company, (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b) The Company and FinancePal, with respect to any Taxes of the Company, have withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c) No claim has been made by any taxing authority in any jurisdiction where the Company or FinancePal, with respect to the Company, does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company or FinancePal, with respect to the Company. Neither the Company nor FinancePal, with respect to the Company, has agreed to any extension of time with respect to a tax assessment or deficiency. No power of attorney has been executed or filed with any taxing authority for any taxable period for which the applicable statute of limitations has not yet expired.

(e) [Intentionally omitted.]

(f) Section 3.20(f) of the Disclosure Schedules sets forth:

(i) the taxable years of the Company as to which the applicable statutes of limitations on the assessment and collection of Taxes have not expired;

(ii) those years for which examinations by the taxing authorities have been completed; and

(iii) those taxable years for which examinations by taxing authorities are presently being conducted.

(g) All deficiencies asserted, or assessments made, against the Company and FinancePal, with respect to the Company, as a result of any examinations by any taxing authority have been fully paid.

(h) Neither the Company nor FinancePal, with respect to the Company, is a party to any Action by any taxing authority. There are no pending or, to the Sellers’ Knowledge, threatened Actions by any taxing authority.

(i) Sellers have delivered to Buyer copies of all material federal, state, local, and foreign income, franchise and similar Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after December 31, 2018.

(j) Except as set forth on Section 3.20(j) of the Disclosure Schedules, here are no Encumbrances for Taxes (other than for Permitted Encumbrances) upon the assets of the Company or FinancePal, with respect to the Company.

(k) Neither the Company nor FinancePal, with respect to the Company, is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.

(l) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into, or issued by any taxing authority with respect to the Company or FinancePal, with respect to the Company.

(m) The Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company has no liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.15026 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise.

(n) The Company has always been organized as a limited liability company under state law and has never been incorporated under state law.

(o) The Company has never made an election to be treated as an S-corporation or a C-corporation for US federal, state, or local tax purposes.

(p) The Company is not taxed as an S-corporation or a C-corporation for US federal, state, local or foreign tax purposes.

(q) FinancePal has at all times been properly treated as a partnership for US federal income tax purposes and has been so treated in all Tax years since the date of formation.

(r) The Company and FinancePal, with respect to the Company, will not be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of:

(i) any change in a method of accounting under Section 481 of the Code (or any comparable provision of state, local or foreign Tax Laws), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date;

(ii) an installment sale or open transaction occurring on or prior to the Closing Date;

(iii) a prepaid amount received on or before the Closing Date;

(iv) any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law; or

(v) any election under Section 108(i) of the Code.

(s) No holder, including FinancePal, or prior holder of any interest in the Company has any claim (contractual or otherwise) for any dividend or distribution from the Company.

(t) None of the Sellers are a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

(u) Except as set forth on Section 3.20(t) of the Disclosure Schedule, the Company does not have a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise have an office or fixed place of business in a country other than the country in which it is organized.

(v) Neither the Company nor FinancePal, with respect to the Company, are, or have been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b)

(w) Except as set forth on Section 3.20(w) of the Disclosure Schedules, neither the Company nor FinancePal, with respect to the Company, has (i) made any election to defer payroll Taxes (whether the employee portion or the employer portion), (ii) taken, claimed or applied for an employee retention tax credit or (iii) taken out any loan, received any loan assistance or received any other financial assistance, or requested any of the

foregoing, in each case under the CARES Act, including pursuant to the Paycheck Protection Program or the Economic Injury Disaster Loan Program.

Section 3.21 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Sellers.

Section 3.22 [Intentionally Omitted.]

Section 3.23 Securities Law Matters.

(a) Accredited Investor Status; Etc. Each of the Sellers represent and warrant that (i) it is an accredited investor, as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) the Common Shares to be issued to the Sellers pursuant to this Agreement will be acquired for such Sellers’ own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state or foreign securities Laws (including Canadian Securities Law); (iii) it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Common Shares; (iv) it has had an opportunity to ask questions and receive answers concerning the acquisition of the Common Shares and has had access to its satisfaction to such other information concerning the Parent as it has requested; (v) it has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement, and that neither the Buyer, Parent nor any of their respective Affiliates have made any representations regarding such tax consequences upon which the Seller has relied or provided any other tax advice; (vi) it is able to bear the economic risk and lack of liquidity of an investment in Common Shares for an indefinite period of time and is aware that transfers of Common Shares may not be possible because (A) such transfer is subject to contractual restrictions on transfer as set forth in the Lock-Up Agreement (solely with respect to the Common Shares subject to the Lock-Up Agreement), and (B) the Common Shares have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold in the United States unless subsequently registered under the Securities Act and such applicable state securities laws or an exemption from such registration is available; (vii) it is familiar with the business of Parent and its respective subsidiaries (including the risks thereof); and (viii) it is not a resident of or located in Canada.

(b) Compliance with Laws. Each of the Sellers understands and acknowledges that the Common Shares issued to such Seller pursuant hereto are being issued by Parent pursuant to an exemption from the registration requirements of the Securities Act pursuant to Rule 506 of Regulation D promulgated under the Securities Act and will not be registered under the Securities Act or any state securities laws. Each of the Sellers understands such shares shall be “restricted securities” within the meaning of Rule 144 under the Securities Act and any disposition of such shares (or any Common Shares into which they are converted) by the holder thereof will need to be made pursuant to an effective registration of the shares under the Securities Act or pursuant to an available

exemption from such registration requirements. Each holder of Common Shares (including the Sellers) covenants that such Common Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws in the United States and Canadian Securities Laws. In connection with any transfer of the Common Shares other than (i) pursuant to an effective registration statement or (ii) pursuant to Rule 144 (provided that the holder provides Parent with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), Parent may require the transferor thereof to provide to Parent an opinion of counsel selected by the transferor and reasonably acceptable to Parent, the form and substance of which opinion shall be reasonably satisfactory to Parent, to the effect that such transfer does not require registration of such transferred Common Shares under the Securities Act.

(c) Legends. Certificates or DRS advises evidencing the Common Shares shall bear a restrictive legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE LAWS OF ANY U.S. STATE. EXCEPTING ONLY SALES IN A TRANSACTION ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE IN COMPLIANCE WITH RULE 904 UNDER THE ACT, SUCH SHARES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT, OR (II) WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT, AND OTHERWISE IN ACCORDANCE WITH ALL APPLICABLE LAWS.

Section 3.24 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III as modified by the Disclosure Schedules, none of Sellers, the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of or regarding Sellers, the Company or the business of the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer and its representatives (including any information, documents or material delivered to Buyer or otherwise made available to Buyer in the Box.com data room (the “ Dataroom ”), management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in law.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

Buyer and Parent jointly and severally represent and warrant to Sellers that the statements contained in this ARTICLE IV are true and correct as of the date hereof.

Section 4.01 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware. Parent is a corporation duly organized and validly existing under the laws of the Province of British Columbia. Buyer and Parent each have full limited liability company and corporate power, respectively, and authority to enter into this Agreement and the Ancillary Documents to which Buyer or Parent, as applicable, is a party, to carry out its obligations hereunder, including, but not limited to those in Section 2.06, and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer and Parent of this Agreement and any Ancillary Document to which Buyer or Parent, as applicable, is a party, the performance by Buyer and Parent of their respective obligations hereunder, including, but not limited to those in Section 2.06, and thereunder and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company and corporate action, as applicable, on the part of Buyer and Parent. This Agreement has been duly executed and delivered by Buyer and Parent, and (assuming due authorization, execution, and delivery by Sellers) this Agreement constitutes a legal, valid, and binding obligation of each of Buyer and Parent enforceable against each of Buyer and Parent in accordance with its terms. When each Ancillary Document to which Buyer or Parent is or will be a party has been duly executed and delivered by Buyer or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer or Parent, respectively, enforceable against it in accordance with its terms.

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer or Parent of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby, including, but not limited to those in Section 2.06, and thereby, do not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Buyer or Parent; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer or Parent; or (c) except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under any Contract to which Buyer or Parent is a party. Except as set forth in Section 4.02 of the Disclosure Schedules, No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer or Parent in connection with the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

Section 4.03 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer, Parent or any of their respective Affiliates.

Section 4.04 Legal Proceedings. There are no Actions pending or, to Buyer’s Knowledge, threatened against or by Buyer, Parent or any of their respective Affiliates that

challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Actions.

Section 4.05 Capitalization.

(a) Section 4.05(a) of the Disclosure Schedules sets forth (i) the entire authorized Equity Securities of Buyer and Parent as of the Closing Date and (ii) the total number of Equity Securities and Derivatives (as defined below) to be issued and outstanding on a pro forma basis as of the Closing Date and after giving effect to the transactions contemplated by this Agreement. All of the outstanding Equity Securities of Buyer and Parent have been issued in accordance with the applicable security, and are duly authorized, validly issued and, as applicable, are fully paid and non-assessable.

(b) Except as set forth on Section 4.05(a) of the Disclosure Schedules, as of the date hereof, neither Buyer nor Parent has (i) any outstanding Equity Securities or (ii) any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities (“ Derivatives ”), other than pursuant to this Agreement or grants of Derivatives under Parent’s equity incentive plan. As of the date hereof, neither Buyer nor Parent is subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. Except as set forth on Section 4.05(b) of the Disclosure Schedules, as of the date hereof, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of Equity Securities or other securities of Buyer or Parent.

(c) Neither Buyer nor Parent has violated in any material respect any applicable federal, provincial, territorial or state securities Laws (including the Canadian Securities Laws and United States securities Laws) in connection with the offer, sale or issuance of any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. No Equity Securities of Buyer or Parent are subject to, nor have been issued in violation of, pre-emptive or similar rights.

(d) Upon the occurrence of the Closing, the Common Shares issued in satisfaction of the Share Consideration will be duly and validly issued as fully paid and non-assessable common shares of Parent.

Section 4.06 Financial Statements.

(a) Complete copies of Parent’s financial statements consisting of the balance sheet of Parent as at September 30, 2021 and the related statements of income and retained earnings, shareholders’ equity and cash flow for the three and nine month period then ended (the “ Parent Financial Statement ” are attached hereto as Section 4.06 of the Disclosure Schedules. The Parent Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject to normal and year-

end adjustments (the effect of which will not be materially adverse) and the absence of notes. The Parent Financial Statement fairly presents in all material respects the financial condition of Parent as of the date it was prepared and the results of the operations of Parent for the periods indicated. Parent maintains a standard system of accounting established and administered in accordance with IFRS. Management of the Parent has established and maintains a process of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings.

(b) Neither Buyer nor Parent intends to correct or restate, nor is there any basis for any correction or restatement of, any aspect of any of the Parent Financial Statements referred to herein. The selected financial data and the summary financial information included in any filing by Parent present fairly the information shown in such filing and have been compiled on a basis consistent with that of the Parent Financial Statements. The other financial and operational information included in any filings by Parent presents fairly the information included in such filings.

(c) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Buyer or Parent with unconsolidated entities or other Persons.

Section 4.07 Securities Laws Matters.

(a) The Common Shares are listed and posted for trading on the Exchange and Parent is not in default of the rules, regulations or policies of the Exchange in any material respect. Neither Parent nor Buyer is in breach of securities Laws in any material respect (including the Canadian Securities Laws and United States securities Laws). Neither Parent nor Buyer is subject to continuous or periodic, or other disclosure requirements under any securities Laws in any jurisdiction other than, in the case of Parent, the provinces and territories of Canada. No delisting, suspension of trading in or cease trade or other order or restriction with respect to any securities of Parent or Buyer and, no inquiry or investigation (formal or informal) of any Governmental Authority or the Exchange, is pending, in effect or ongoing or has been threatened or is expected to be implemented or undertaken, with regard to either Parent or Buyer on their respective securities and neither Parent nor Buyer is subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.

(b) Parent is a “reporting issuer” or the equivalent thereof in the each of the provinces and territories of Canada (other than Quebec) and not in default under applicable Canadian Securities Laws, and except as set forth in Section 4.07 of the Disclosure Schedules, Parent has complied in all material respects with applicable Canadian Securities Laws. Parent has not taken any action to cease to be a reporting issuer in any province or territory nor has Parent received notification from any Securities Authority seeking to revoke the reporting issuer status of Parent. Buyer is not a reporting issuer (or its equivalent) in any jurisdiction.

(c) Except as set forth in Section 4.07 of the Disclosure Schedules, Parent has timely filed or furnished all filings required to be filed or furnished by Parent with any Governmental Authority and the Exchange (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations). Each of such filing has complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading.

(d) Except as set forth in Section 4.07 of the Disclosure Schedules, Parent has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings filed to or furnished with, as applicable, any Securities Authority. There are no outstanding or unresolved comments in comment letters from any Securities Authority or the Exchange with respect to any of filings by Parent and none of Parent, Buyer or any filing by Parent is the subject of an ongoing audit, review, comment or investigation by any Governmental Authority or the Exchange.

(e) Based on the representations of the Sellers set forth in Section 3.24 hereof, the issuance of the Common Shares in satisfaction of the Share Consideration is not subject to the prospectus and registration requirements of the Canadian Securities Laws and such Common Shares (assuming the holder is not, and does not become, a “control person” (as defined under Canadian Securities Laws) of Parent) will not be subject to any statutory hold period or other restriction on transfer pursuant to Canadian Securities Laws. The Parent has materially complied with the disclosure requirements applicable to the distribution of the Common Shares in satisfaction of the Share Consideration under the securities Laws of the United States.

(f) The Parent has received conditional approval from the Exchange for the listing on the Exchange of the Common Shares representing the Share Consideration, subject only to satisfaction by the Parent of conditions set out in the Exchange’s conditional approval letter dated December 20, 2021 (the “ Standard Listing Conditions ”).

Section 4.08 Shareholders’ and Similar Agreements. There are no securities or other instruments or obligations of Parent or Buyer outstanding that carry the right to vote generally with the shareholders of Parent or Buyer on any matter. Except as set forth on Section 4.08 of the Disclosure Schedules, neither Parent nor Buyer is a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Parent or Buyer or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Parent or Buyer and neither Parent nor Buyer has adopted a shareholder rights plan or any other similar plan or agreement.

Section 4.09 Compliance With Laws.

(a) Each of Parent and Buyer has complied, and is now complying, with all Laws applicable to it or its business, properties or assets. Neither Parent nor Buyer has

received any written or oral notice of any noncompliance with, violation of or default under any Law or Governmental Order relating to the business of Parent or Buyer or any Action in respect thereof. Neither Parent nor Buyer has not entered into any agreement or settlement with any Governmental Authority with respect to any alleged material noncompliance with, violation or default under any Law or Governmental Order relating to the business of Parent or Buyer.

(b) Except as set forth on Section 4.09 of the Disclosure Schedules, each of Parent and Buyer has timely filed all regulatory reports, schedules, statements, documents, filings, submissions, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that each was required to file with any Governmental Authority relating to the business of Parent or Buyer, and has timely paid all fees and assessments due and payable in connection therewith.

(c) Neither the Parent nor, to the Knowledge of the Buyer, any of its respective directors, officers, supervisors, managers, employees, or agents has: (A) violated any applicable anti-corruption or anti bribery Laws, including the Corruption of Foreign Public Officials Act (Canada), and the United States Foreign Corrupt Practices Act, (B) made or authorized any contribution, payment or gift of funds, property or anything else of value to any official, employee or agent of any Governmental Authority, authority or instrumentality in Canada, other jurisdictions in which the Parent or any of its subsidiaries has assets or any other jurisdiction other than in accordance with applicable Laws, (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds, to any foreign or domestic government official or employee or for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or (A) violated or is in violation of any provision of the Criminal Code (Canada) relating to foreign corrupt practices, including making any contribution to any candidate for public office, in either case, where either the payment or gift or the purpose of such contribution payment or gift was or is prohibited under the foregoing or any other applicable Law of any locality. The operations of the Parent have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator nonGovernmental Authority involving the Parent or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Buyer, threatened.

Section 4.10 Auditors. The auditors of Parent are independent public accountants as required by applicable Laws and there is not now, and never has been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) with the present or any former auditors of Parent.

Section 4.11 Non-Arms’ Length Transactions. Parent is not indebted to any director, officer or employee of any of Parent, Buyer or any of their respective “affiliates” or “associates” (as defined in section 1(1) of the Securities Act (Ontario)) (except for amounts due in the ordinary course of business as salaries, bonuses and directors’ fees or the reimbursement of expenses).

Except as disclosed in filings by Parent, Parent has no Contracts with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any director, officer or employee of any of Parent, Buyer or any of their respective Affiliates or associates.

Section 4.12 Sufficiency of Funds. (i) Buyer has sufficient cash on hand or other sources of immediately available funds and (ii) Parent has authorized a sufficient number of Common Shares for issuance to enable Buyer to make payment of the Purchase Price, issue the Share Consideration, and consummate the transactions contemplated by this Agreement.

Section 4.13 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE IV as modified by the Disclosure Schedules, none of Parent, Buyer or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Parent or Buyer in connection with the transactions contemplated by this Agreement.

ARTICLE V COVENANTS

Section 5.01 Employee Matters.

(a) Buyer acknowledges and agrees that the employment of the employees of the Company will not terminate because of the Closing and that such employment of the employees of the Company shall continue after the Closing.

(b) From and after the Closing Date, Buyer shall, or shall cause one or more of its Affiliates to, provide employees who remain employed with the Company with compensation (including salary, wages and opportunities for commissions, bonuses, incentive pay, overtime and premium pay) and employee benefits in the same manner as provided to similarly-situated employees of the Company prior to the Closing.

(c) For purposes of eligibility and vesting (but not benefit accrual, except for vacation or PTO) under the employee benefit plans of Buyer providing benefits to employees of the Company at any point in the future (the “ Buyer Plans ”), Buyer shall credit each employee of the Company with his or her years of service with the Company, regardless of whether such service is performed prior to or after the Closing. Buyer shall use commercially reasonable efforts to provide that Buyer Plans shall not deny employees of the Company coverage on the basis of pre-existing conditions.

(d) From and after the Closing Date, Buyer will be solely responsible for performing, discharging, and complying with all requirements under the WARN Act and any and all similar Laws for the notification of employees and Governmental Authorities and Buyer shall take no action (or fail to take any action) with respect to any employee of the Company that creates any obligation or Loss for Sellers or any of their respective Affiliates.

(e) Nothing contained in this Section 5.01, express or implied, is intended to confer upon any Person not a party hereto any right, benefit or remedy of any nature

whatsoever, including any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment. Notwithstanding anything to the contrary contained in this Agreement, no provision of this Agreement is intended to, or does, (i) constitute the establishment of, or an amendment to, any Benefit Plan, Buyer Plan or other employee benefit plan or (ii) create any obligation on the part of the Buyer, the Company or any of their respective Affiliates to employ any employee of the Company for any period following the Closing Date.

Section 5.02 Intentionally Omitted.

Section 5.03 Certain Approvals . Parent shall use reasonable best efforts to fulfill the Standard Listing Conditions within the time period prescribed by the Exchange (and in any event no later than within one (1) Business day following the Closing Date) and make or cause to be made (and not withdraw) the appropriate filing pursuant to the rules, policies and regulations of the Exchange to obtain final approval for the listing and trading of the Common Shares representing the Share Consideration on the Exchange. Parent shall use its reasonable best efforts to supply as promptly as practicable to the Exchange additional information and documentary material that may be requested by the Exchange. Parent shall furnish the Sellers’ Representative’s outside counsel with copies of all filings and communications between it and the Exchange

Section 5.04 Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media or service providers or customers of the Company without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.05 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.06 Indemnification, Exculpation, and Insurance.

(a) Until the sixth (6th) anniversary of the Closing Date, the Company will indemnify and hold harmless each individual who on or prior to the Closing Date was a director, manager, officer, or employee of the Company (each, an “ Indemnitee ”) in respect of acts or omissions occurring on or prior to the Closing Date to the fullest extent provided under the Organizational Documents of the Company in effect prior to the Closing; provided that such indemnification will be subject to any limitation imposed from time to time under applicable Law. The Company will pay on an as-incurred basis the fees and expenses of such Indemnitee (including the reasonable fees and expenses of counsel) in advance of the final disposition of any action, suit, proceeding, or investigation that is the subject of the right to indemnification, subject to such Indemnitee providing an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to

indemnification. Notwithstanding anything herein to the contrary, if any action, suit, investigation, or proceeding (whether or not arising before, on, or after the Closing Date) is brought against any Indemnitee on or prior to the sixth (6th) anniversary of the Closing Date, the provisions of this Section 5.06 will continue in effect until the final resolution of such action, suit, investigation, or proceeding.

(b) Until the sixth (6th) anniversary of the Closing Date, the Company will maintain in effect provisions in the Organizational Documents of the Company (or in such documents of any successor to the business of the Company) regarding exculpation and elimination of liability of and indemnification in favor of directors, managers, officers, and employees, and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence as of the Closing.

(c) At the Closing, the Company will purchase (at Sellers’ sole cost and expense), and after the Closing, Buyer and Parent shall cause the Company to maintain in effect for a period of six (6) years thereafter, an extended reporting period endorsement under the existing directors’ and officers’ liability, employment practices, professional liability and cyber insurance coverages of the Company to extend the period of coverage for six (6) years. Buyer and Parent will, and will cause the Company to, maintain such insurance policies and not cancel or change such insurance policies or coverage in any respect. Notwithstanding the foregoing, nothing herein shall obligate the Buyer, Parent or Company to incur any expense to maintain such policy or extended reporting period endorsement.

(d) Buyer hereby acknowledges (on behalf of itself and its Affiliates (including, after the Closing, the Company)) that the Indemnitees may have certain rights to indemnification, advancement of expenses, or insurance provided by current equityholders or other Affiliates of the Company or their respective equityholders (the “ Indemnitee Affiliates ”) separate from the indemnification obligations of Buyer and the Company hereunder. The parties hereto agree that (i) Buyer and the Company are the indemnitors of first resort ( i.e. , their obligations to the Indemnitees are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitees are secondary), (ii) Buyer and the Company will be required to advance the full amount of expenses incurred by the Indemnitees and will be liable for the full amount of all costs, expenses and losses indemnifiable pursuant to Section 5.06(a) to the extent legally permitted, without regard to any rights the Indemnitees may have against any Indemnitee Affiliate, and (iii) Buyer and the Company (on behalf of themselves and their respective Affiliates) irrevocably waive, relinquish, and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation, or any other recovery of any kind in respect thereof, in each case, if and to the extent an Indemnitee is entitled to indemnification under the Organizational Documents of any member of the Company and, in case of any advances, subject to such Indemnitee’s providing an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

(e) The obligations of the Company under this Section 5.06 will not be terminated or modified in such a manner as to adversely affect any person to whom this Section 5.06 applies without the consent of the affected person (it being expressly agreed that the persons to whom this Section 5.06 applies will be third party beneficiaries of this Section 5.06). The provisions of this Section 5.06 are (i) intended to be for the benefit of, and will be enforceable by, each such person, his or her heirs and his or her representatives; and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have under this Agreement, by Contract or otherwise.

Section 5.07 Excluded Related Party Matters. For the avoidance of doubt, Section 5.07 of the Disclosure Schedules sets forth certain assets, businesses and/or contractual and/or commercial relationships owned, leased, licensed, operated or managed by one or more of the Sellers and/or one or more Affiliates of one or more of the Sellers that are expressly excluded from the sale of the Membership Interests of the Company and the transactions contemplated by this Agreement.

ARTICLE VI TAX MATTERS

Section 6.01 Tax Covenants.

(a)

(i) After the Closing, except as set forth on Section 6.01(a) of the Disclosure Schedules and clause (ii) hereof, without the prior written consent of Buyer, Sellers’ Representative shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election or Tax accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period.

(ii) Promptly after the Closing Date, Buyer shall cause the Company to (a) commence the process to enter into a “voluntary disclosure agreement” or other similar program (such programs, the “ VDA Procedures ”) in consultation with Sellers’ Representative with respect to Taxes of the Company for Pre-Closing Tax Periods with the applicable Governmental Authority in the State of California (the “ VDA State ”) and (b) Buyer shall provide all necessary authorizations to allow the Sellers’ Representative to conduct such VDA Procedures, including the appointment of Plante & Moran PLLC as the Tax advisor for the Company for such purposes (the “ Tax Advisor ”), except that the Buyer shall have the right to provide input to, and consult with, the Tax Advisor regarding any amount of Tax Liabilities in the VDA State that may be due by the Company and shall have the right to review

any Tax Return proposed to be filed by the Tax Advisor prior to the filing of any such Tax Return. If Buyer objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Sellers’ Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by Sellers’ Representative of such notice, the Buyer and Sellers’ Representative shall promptly select by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants, other than the Tax Advisor, Sellers’ Accountants or Buyer’s Accountants (the “ VDA Dispute Accountant ”), to resolve the disputed items. Any determination by the VDA Dispute Accountant shall be final. No Party hereto shall file, or cause to be filed, a Tax Return with a VDA State in connection with the VDA Procedures unless and until Buyer’s objections, if any, are resolved as provided for herein. The fees and expenses of the VDA Dispute Accountant shall be split evenly between Buyer and Seller. Sellers shall, and shall cause its Tax Advisor to, conduct such VDA Procedure diligently and in good faith. Sellers shall bear all costs associated with the VDA Procedures (other than the Independent Accountant fees which shall be treated as contemplated herein) and shall timely remit or cause to be timely remitted, in cash, any and all Taxes due to the VDA State in connection with the VDA Procedures.

(b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne by Sellers. Sellers’ Representative shall, at the Sellers’ own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

(c) Tax Returns

(i) Sellers’ Representative shall file, or cause the Company to file, on a timely basis, all Tax Returns that are required to be filed by the Company on or prior to the Closing Date. Sellers’ Representative shall prepare, or cause to be prepared, all Income Tax Returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period. Such Income Tax Returns shall be submitted by Sellers’ Representative to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least thirty (30) days prior to the due date (including extensions) of such Income Tax Return. If Buyer objects to any item on any such Income Tax Return, it shall, within ten (10) days after delivery of such Income Tax Return, notify Sellers’ Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items.

If Buyer and Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by Sellers’ Representative of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Income Tax Return, the Income Tax Return shall be filed as prepared by Sellers’ Representative and then amended to reflect the Independent Accountant’s resolution. The fees and expenses of the Independent Accountant shall be paid in a manner consistent with Section 2.05(c)(iii). Buyer’s failure to object to any item on any applicable Income Tax Return shall not be, nor shall such failure to object be interpreted as, Buyer’s confirmation, affirmation, or opinion as to any Tax item or Tax position reflected on any such applicable Income Tax Return. Sellers shall timely remit or cause to be timely remitted, in cash, Sellers’ portion of any Taxes, as determined pursuant to this Agreement, as reflected on the Income Tax Returns prepared in accordance with this Section 6.01(c)(i).

(ii) Buyer shall control the preparation and filing of any Tax Return of the Company that: (x) does not include a Pre-Closing Tax Period, or (y) is a nonIncome Tax Return required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period. If Sellers have any liability for any non-Income Taxes shown on any such non-Income Tax Returns (including any obligation to indemnify Buyer or the Company under this Agreement), Buyer shall provide Sellers’ Representative with a copy of any such non-Income Tax Returns at least five (5) days prior to the due date (including extensions) of such non-Income Tax Return for Sellers’ Representative’s review and comment. Buyer shall consider in good faith all comments provided by Sellers’ Representative on any such nonIncome Tax Return. Sellers shall timely remit or cause to be timely remitted, in cash, Sellers’ portion of any Taxes, as determined pursuant to this Agreement, as reflected on the non-Income Tax Returns prepared in accordance with this Section 6.01(c)(ii). Notwithstanding anything in this Agreement to the contrary, for all Straddle Periods and for all years that do not include a Pre-Closing Tax Period, Buyer shall have sole discretion to determine which jurisdictions require filing of non-Income Tax Returns.

Section 6.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date none of the Company, Sellers nor any of Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Section 6.03 [Intentionally Omitted]

Section 6.04 Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “ Straddle Period ”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

(a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and

(b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Section 6.05 Tax Refunds. To the extent that the Buyer receives a Tax refund with respect to any Pre-Closing Tax Periods or any Straddle Period of the Company, Buyer shall, in the case of any Pre-Closing Tax Period, remit such Tax refund to Sellers and, in the case of any Straddle Period, shall remit a portion of such Tax refund to Sellers for the period up to and including the Closing Date, determined in accordance with Section 6.04 hereof, net of any Taxes imposed on Buyer or reasonable out-of-pocket costs attributable to such Tax refund, promptly after receipt thereof.

Section 6.06 Contests. Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company which may give rise to liability of any Party hereto (a “ Tax Claim ”), shall promptly notify the other Parties of the receipt of such notice. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other Parties (including indemnity obligations hereunder). Sellers shall have the sole right to conduct and control any audit or other Tax Claim with respect to any Tax Return that relates solely to any Pre-Closing Tax Period; provided , however , Sellers will not have the right to conduct or control any Tax Contest (i) for any Straddle Period or (ii) the outcome of which may adversely affect the Tax liability of the Company, Buyer or any Affiliate of any of them for any taxable period ending after the Closing Date, as reasonably determined by the Buyer. With respect to any Tax Claim that Sellers control, Sellers’ Representative (A) will promptly notify Buyer of all communications with any Governmental Authority, and give Buyer the right to participate in such Tax Claim, including all conferences with any Governmental Authority, and to submit pertinent material in support of the Buyer’s position, and (B) will not settle such Tax Claim resulting in any liability unless (i) Sellers’ Representative has acknowledged in a writing reasonably acceptable to Buyer that they can and will have the financial resources to satisfy their obligation to indemnify the Company and the Buyer, and (ii) Buyer gives its prior written consent, which will not be unreasonably delayed or withheld. Buyer shall have the sole right to conduct and control any audit or other Tax Claim that Sellers are not authorized to conduct or control hereunder; provided, however, the (i) Buyer shall obtain the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a Tax Claim or ceasing to defend such Tax Claim if such Tax Claim would give rise to an obligation to indemnify the Company and any Buyer Indemnitee, and (ii) at Sellers’ expense, Sellers’ Representative shall be entitled to participate in such Tax Claim, including all conferences with any Governmental Authority, and to submit pertinent material in support of Sellers’ position.

Section 6.07 Filing and Amendment of Tax Returns. Buyer will not, without the written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed in the event such consent would not create or increase Sellers’ indemnification obligations in Section 8.02(f) hereof) (it being understood and agreed that any increase in Sellers’ indemnification obligations under this Agreement shall be deemed to be a reasonable basis for withholding consent), (a) except for Tax Returns that are filed pursuant to Section 6.01(c)(ii), file or amend or permit the Company to file or amend any Tax Return relating to a Pre-Closing Tax Period, (b) with respect to Tax Returns filed pursuant to Section 6.01(c)(ii), after the date such nonIncome Tax Returns are filed pursuant to Section 6.01(c)(ii), amend or permit the Company to amend any such Tax Return, (c) extend or waive, or cause to be extended or waived, or permit the Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (d) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (e) initiate any voluntary disclosure proceeding relating to a Pre- Closing Tax Period, in each case, to the extent such action (x) could result in (i) an indemnification obligation on the part of Sellers under this Agreement, (ii) an increase in the amount of any Taxes included in the Closing Working Capital, (iii) a decrease in the amount of any Tax refund for the benefit of Sellers under this Agreement, or (y) relates to an Income Tax Return for a Pre-Closing Tax Period.

Section 6.08 Cooperation and Exchange of Information. Sellers’ Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Sellers’ Representative or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

ARTICLE VII CLOSING DELIVERIES

Section 7.01 Receipt of Documents by Buyer. As of the Closing, Sellers will have delivered or caused to be delivered to Buyer the following:

(a) The Asset Purchase Agreement, duly executed by TAS.

(b) All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules, duly executed by the applicable counterparty.

(c) The Assignment, duly executed by Sellers.
(d) The TSX Escrow Agreement, duly executed by Sellers’ Representative.
(e) The DTC Escrow Agreement, duly executed by Sellers’ Representative.
(f) The J. Dayan Employment Agreement, duly executed by Jacob Dayan.
(g) The N. Charveron Employment Agreement, duly executed by Nicholas
Charveron.
(h) The G. Asimou Employment Agreement, duly executed by George Asimou.
(i) The Lock-Up Agreement, duly executed by Sellers.
(j) The Closing Payments Certificate.
(k) The Closing Adjustment Statement contemplated in Section 2.05(a)(ii).
(l) Resignations of the manager and corporate officers of the Company set forth
on Section 7.01(l) of the Disclosure Schedules.

(m) A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

(n) A certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Code.

(o) Each Seller shall have delivered to Buyer a properly completed Internal Revenue Service Form W-9.

(p) Such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 7.02 Receipt of Documents by Sellers’ Representative. As of the Closing, in additional to the deliveries set forth in Section 2.04, Buyer or Parent, as applicable, will have delivered or caused to be delivered to the Sellers’ Representative the following:

(a) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules, duly executed by the applicable counterparty.

(b) The Asset Purchase Agreement, duly executed by Community Tax Puerto Rico LLC, all deliveries required thereunder and evidence of the payment of the purchase price thereunder.

(c) The DTC Escrow Agreement, duly executed by Buyer.
(d) The TSX Escrow Agreement, duly executed by Parent.

(e) The J. Dayan Employment Agreement, duly executed by the Company.
(f) The N. Charveron Employment Agreement, duly executed by the Company.
(g) The G. Asimou Employment Agreement, duly executed by the Company.
(h) The Lock-Up Agreement, duly executed by Parent.

(i) A good standing certificate (or its equivalent) of each of Buyer and Parent from the Governmental Authority of the jurisdiction under the Laws in which each of Buyer and Parent is organized.

(j) A copy of the corporate resolutions of the Board of Directors of Parent approving the transactions contemplated by this Agreement, the issuance of the Share Consideration to Sellers and the Retention Agreements (and all matters thereunder) certified by the Secretary or other corporate officer of Parent as true, correct and complete, without further amendment, modification or rescission.

(k) Such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement. ARTICLE VIII INDEMNIFICATION

Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than any representations or warranties contained in Section 3.20 which shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days) shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date; provided, that the representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 4.01, Section 4.02, Section 4.03, Section 4.05, Section 4.07, Section 4.08, (the “ Fundamental Representations ”) shall survive indefinitely. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the nonbreaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 8.02 Indemnification By Sellers. Subject to the other terms and conditions of this ARTICLE VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “ Buyer Indemnitees ”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in ARTICLE III of this Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement;

(b) any inaccuracy in or breach of any of the representations or warranties of TAS contained in the Asset Purchase Agreement;

(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement or the Asset Purchase Agreement;

(d) any Excluded Liability under the Asset Purchase Agreement;

(e) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Cash Payment pursuant to Section 2.05(a)(i) or included in the post-closing adjustment contemplated by Section 2.05(b); or

(f) any Pre-Closing Taxes.

Section 8.03 Indemnification By Buyer and Parent. Subject to the other terms and conditions of this ARTICLE VIII, Buyer and Parent shall jointly and severally, indemnify and defend each of Sellers and their respective Affiliates and their respective Representatives (collectively, the “ Seller Indemnitees ”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer or Parent contained in ARTICLE IV of this Agreement or in any certificate or instrument delivered by or on behalf of Buyer or Parent pursuant to this Agreement, as of the Closing Date;

(b) any inaccuracy in or breach of any of the representations or warranties of Community Tax Puerto Rico LLC contained in the Asset Purchase Agreement;

(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Parent pursuant to this Agreement or the Asset Purchase Agreement; or

(d) any Assumed Liability under the Asset Purchase Agreement.

Section 8.04 Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a) Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) and Section 8.02(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) and Section 8.02(b) exceeds Four Hundred Fifty Thousand Dollars ($450,000) (the “ Deductible ”), in which event Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate

amount of all Losses for which Sellers shall be liable pursuant to Section 8.02(a) and Section 8.02(b) shall not exceed Eight Million Dollars ($8,000,000) (the “ Cap ”), other than with respect to breaches of the representations and warranties contained in Section 3.20.

(b) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation.

(c) For purposes of this ARTICLE VIII, solely for purposes of determining the amount of Losses that are the subject matter of a claim for indemnification related thereto, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

(d) The Buyer Indemnitees shall use commercially reasonable efforts to mitigate any Losses for which indemnification may be available or required pursuant to this ARTICLE VIII; provided , that such obligation shall in no event require a Buyer Indemnitee to initiate litigation against any Person.

(e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any insurance proceeds or other third-party recoveries actually recovered by Buyer or the Company or any other Buyer Indemnitee with respect to such matter (net of any direct, out-of-pocket expenses reasonably incurred by such Buyer Indemnitee in collecting such amount, any applicable deductibles, retentions or similar costs or payments or increased premiums (to the extent such expenses are not reimbursed by the insurer under such policy of insurance)). A Buyer Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss. A Buyer Indemnitee shall use commercially reasonable efforts to mitigate any Losses for which indemnification may be provided pursuant to this ARTICLE VIII. In the event that any insurance proceeds or other third-party recoveries are received by a Buyer Indemnitee or Affiliate thereof after payment of an indemnity claim by a Buyer Indemnitee hereunder, the Buyer Indemnitee shall promptly pay the amount of such proceeds or other recoveries (net of any direct, out-of-pocket expenses reasonably incurred by such Buyer Indemnitee in collecting such amount, any applicable deductibles, retentions or similar costs or payments or increased premiums (to the extent such expenses are not reimbursed by the insurer under such policy of insurance)) to the Indemnifying Party to the extent of the Indemnifying Party’s prior payment.

(f) The Indemnified Parties may not recover duplicative Losses in respect of a single set of facts or circumstances, regardless of whether multiple claims are asserted under Section 8.02(a) or Section 8.02(b) in respect of more than one warranty or representation in this Agreement or whether such facts or circumstances would give rise to a breach of more than one warranty or representation in this Agreement. The Indemnified Parties may not assert any claim under Section 8.02(a) or Section 8.02(b), as the case may be, for any Losses in the event and to the extent the Indemnified Parties have already

received recovery of such item as a result of final determination of the post-Closing adjustment to the Purchase Price resulting therefrom provided under Section 2.05.

(g) Notwithstanding anything to the contrary in this Agreement, in the event that, as a result of a single set of facts or circumstances, a Buyer Indemnified Party could assert a claim pursuant to Section 8.02(a), Section 8.02(b) and/or Section 8.02(f), such claim will be deemed to be a claim pursuant to Section 8.02(f) exclusively.

Section 8.05 Indemnification Procedures. The party making a claim under this ARTICLE VIII is referred to as the “ Indemnified Party, ” and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “ Indemnifying Party .”

(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third Party Claim ”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is any individual Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such

Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Sellers, Buyer and Parent shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-ofpocket expenses) to the defending party, management employees of the non- defending parties as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including

access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d) Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company shall be governed exclusively by ARTICLE VI hereof.

Section 8.06 Payments; Indemnification Escrow Fund.

(a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated and subject to a final, non-appealable court order to be payable pursuant to this ARTICLE VIII, subject to Section 8.06(b), the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.

(b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) first, from the Indemnification Escrow Fund by cancellation of such number of Common Shares held in the Indemnification Escrow Fund equal to the amount of such obligation divided by the Share Price on the date of payment; and (ii) then, to the extent the amount of such Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund and such Losses are not otherwise capped or limited to such Indemnification Escrow Fund, from Sellers directly. With respect to subclause (ii) in the foregoing sentence, Buyer may (in the Buyer’s sole discretion) elect, upon not less than fifteen (15) Business Days’ prior notice to Sellers and only after providing no less than a fifteen (15) day period for Sellers to pay in cash or immediately available funds, to cancel such number of Common Shares held by Sellers equal to the amount of such remaining obligation owed, divided by the Share Price on the date payment of such amount is due.

Section 8.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.08 Exclusive Remedies. Subject to Section 2.05(c), the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from Fraud on the part of a party hereto in connection with the representations and warranties contained in this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to

the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIII. Nothing in this Section 8.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s Fraud with respect to the representations and warranties contained in this Agreement.

ARTICLE IX INTENTIONALLY OMITTED

ARTICLE X MISCELLANEOUS

Section 10.01 Expenses. Except (a) the cost of, and expenses related to, any quality of earnings report or similar financial due diligence documents (which shall be borne by the Buyer), (b) the cost of, and related to, the preparation of audited financial statements of the Company (which shall be borne by the Buyer), (c) any costs, fees, expenses or other amounts related to or arising from the Company’s retention of Beth Grimm as interim Chief Financial Officer of the Company that have not been paid or reimbursed to the Company by Buyer or Parent prior to Closing; (d) any costs, fees, expenses or other amounts related to the insurance policy contemplated by Section 5.06(c) (which shall be borne by Sellers), (e) any costs, fees, expenses or other amounts related to the engagement and retention of DTC and TSX Trust (which shall be borne by Buyer), and (f) as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3[rd] ) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

B. Jacob Dayan If to Sellers’ Representative: [ Redacted – Personal Information ]

Benesch, Friedlander, Coplan & Aronoff, LLP with a copy to: 200 Public Square, Suite 2300 Cleveland, OH 44114-2378 Email: [email protected];

Attention: Jennifer L. Stapleton [email protected] Attention: Sarah M. Hesse

500 Grapevine HWY, Suite 402, If to Buyer: Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO with a copy to: Brown Rudnick LLP 7 Times Square, 47[th] Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

Section 10.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.05 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as

such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however , that prior to the Closing Date, Buyer may, without the prior written consent of Sellers’ Representative, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly-owned subsidiaries; and provided, further, however, that Buyer may, without the consent of Sellers, assign all or any portion of its rights under this Agreement and any Ancillary Document to its lender for collateral purposes. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.08 No Third-party Beneficiaries. Except as provided in Section 5.06 and ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. This Agreement and any counterpart of it may be created, provided, received, retained and otherwise used, and will be accepted, in any digital, electronic or other intangible form.

Section 10.12 Representation of Sellers and Affiliates. Buyer agrees, on its own behalf and on behalf of its Affiliates, Parent and Affiliates of Parent that (a) one or more of the Company and Sellers have retained Benesch, Friedlander, Coplan & Aronoff LLP (“ Benesch ”) to act as their counsel in connection with the transactions contemplated by this Agreement as well as other past matters, (b) Benesch have not acted as counsel for any other Person in connection with the transactions contemplated by this Agreement and no Person other than the Company and Sellers has the status of a Benesch client for conflict of interest or any other purpose as a result thereof, and (c) following the Closing, Benesch may serve as counsel to Sellers and their Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Benesch prior to the Closing Date of the Company. Buyer and the Company hereby (i) waive any claim they have

or may have that Benesch has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises after the Closing between Buyer or the Company and any Seller or any of its Affiliates, Benesch may represent any Seller or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or the Company and even though Benesch may have represented the Company in a matter substantially related to such dispute and may be handling other ongoing matters for the Company or any of its subsidiaries. Buyer represents that Buyer’s own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Benesch, and Buyer’s consent with respect to this waiver is fully informed. Buyer and the Company also further agree that, as to all communications among Benesch, on the one hand, and the Company, and Sellers or any Sellers’ Affiliates and representatives, on the other hand, that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Sellers and may be controlled by Sellers and will not pass to or be claimed by Buyer or the Company. In addition, if the Closing occurs, all of the client files and records in the possession of Benesch related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) Sellers and the Company will not retain any copies of such records or have any access to them. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Benesch to such third party; provided , however , that the Company may waive such privilege without the prior written consent of Sellers.

Section 10.13 Sellers’ Representative. The Sellers’ Representative represents and warrants to Buyer that he has been duly appointed by each of the Sellers as the representative of the Sellers with respect to the matters expressly set forth in this Agreement to be performed by the Sellers’ Representative. Each of the Sellers, by the execution of this Agreement, hereby represents and warrants that the Sellers’ Representative has been appointed as its agent, proxy and attorney- infact for all purposes of this Agreement, including the full power and authority on such Sellers’ behalf (i) to take all actions to be taken by or on behalf of such Seller in connection herewith (including, without limitation, (A) the determination of, and adjustments to, the Purchase Price, (B) the defense, prosecution, settlement and disbursements of indemnification claims hereunder and (C) the voting of the Common Shares representing the Indemnification Escrow Amount while such shares remain in the Indemnification Escrow Fund); and (ii) to do each and every act and exercise any and all rights which such Seller or the Sellers collectively are permitted or required to do or exercise under this Agreement. The parties agree that all decisions and actions by the Sellers’ Representative shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same, nor to bring any claim or action against Buyer or Sellers’ Representative for any such decision or action by the Sellers’ Representative.

[SIGNATURE PAGE FOLLOWS]

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

SELLERS:

VELOCITY EQUITY LP

By: McGorray Equity Inc., its general partner

By /s/ Nick Charveron Name: Nick Charveron Title: President

BRADLEY JACOB DAYAN LIVING TRUST

By /s/ B. Jacob Dayan Name: B. Jacob Dayan Title: Trustee

ADAM DAYAN LIVING TRUST

By /s/ Adam Dayan Name: Adam Dayan Title: Trustee

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

SELLERS’ REPRESENTATIVE:

By /s/ B. Jacob Dayan Name: B. Jacob Dayan

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

BUYER:

CTAX ACQUISITION LLC

By /s/ Brent Turner Name: Brent Turner Title: Chief Executive Officer

PARENT:

NEXTPOINT FINANCIAL INC.

By /s/ Brent Turner Name: Brent Turner Title: Chief Executive Officer

EXHIBIT A

J. DAYAN EMPLOYMENT AGREEMENT

[See attached]

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”), entered into as of , 2021 (the “Effective Date” ), between NextPoint Financial Inc. (“ Company ”), and Bradley Jacob Dayan, Esq. (the “ Executive ”).

W I T N E S S E T H:

WHEREAS, the Company is acquiring Community Tax, LLC pursuant to the terms of that certain Membership Interest Purchase Agreement of even date (the “ MIPA ”);

WHEREAS, prior to the acquisition, Executive served as Founder and Chief Executive Officer of Community Tax, LLC;

WHEREAS, in conjunction with the Company’s acquisition of Community Tax, LLC, the Company desires to employ the Executive, and the Executive desires to enter employment with the Company, on the terms described in this Agreement;

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Term of Employment. Unless the Executive’s employment shall sooner terminate pursuant to Section 4 of this Agreement, the Company shall employ the Executive for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “ Initial Term ”); provided, however, that, commencing on the expiration of the Initial Term, the Executive’s employment shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year each (each, an “ Extended Term ”), unless one of the parties (the Executive or the Company, as the case may be), at least ninety (90) days prior to the expiration of the then-current term (the Initial Term or any Extended Term), provides written notice to the other of its intention not to renew such employment. The period during which the Executive is employed pursuant to this Agreement, including any Extended Term in accordance with the preceding sentence, shall be referred to as the “ Employment Period .”

2. Duties and Responsibilities.

(a) During the Employment Period, the Executive shall serve as Chief Revenue Officer of the Company and Chief Executive Officer of the Company’s Community Tax, LLC division (“ CTAX ”). The Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the strategic and day-to-day operations of CTAX and, as to CTAX, that are normally associated with the position of a chief executive officer of a business, including, but not limited, direct management of the senior management personnel of CTAX. The Executive shall report directly to the Chief Executive Officer of the Company.

(b) During the Employment Period, the Executive shall devote appropriate business time and best efforts to the performance of his duties hereunder and shall not engage in any other business, profession or occupation, for compensation or otherwise, which would conflict or interfere with the rendition of such duties either directly or indirectly, without the prior written consent of the Chief Executive Officer of the Company or the Board of Directors of the Company (“ Board ”). As an illustration of permissible outside ventures, the parties agree the ventures set forth in Exhibit A to this Agreement shall not constitute a conflict or interference with rendition of Executive’s duties under this Agreement.

(c) The Executive agrees to comply with any policies of the Company, NextPoint and any of their affiliates or subsidiaries (the “ Company Group ”), including but not limited to the Code of Conduct and the Insider Trading Policy.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall be paid a base salary by the Company at an annual rate of $ , payable in regular installments in accordance with the Company’s usual payment practices. The Company shall review the Executive’s base salary annually during the Employment Period and, subject to Section 4(e)(ii) herein, may increase or decrease that base salary from time-to-time in its sole discretion, based on its periodic review of the Executive’s performance in accordance with the Company’s regular policies and procedures. The Executive’s annual base salary as in effect from time to time is hereinafter referred to as the “ Base Salary .”

% of the Base Salary paid to the Executive as of the last day of the previous fiscal year. Except as provided in Sections 5(b) and (c), the Executive must be employed by the Company (without having given or received notice of termination of his employment) on the payment date of an Annual Bonus to be entitled to such Annual Bonus.

(c) Equity and Cash Incentive Plan. To the extent approved by the Compensation Committee of the Board, the Executive may be granted annual equity or cash incentive awards pursuant to a long-term equity incentive plan established by the Company, which may be amended or terminated by the Company at the Company’s discretion.

(d) Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), on the same terms and levels enjoyed by similarly situated active executives of the Company, to the extent consistent with

applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

(e) Vacation. During the Employment Period, the Executive shall be entitled to paid time off (“ PTO ”) in accordance with the Company’s PTO policy as may be in effect from time to time.

(f) Business Expenses. During the Employment Period, the Company shall pay or reimburse the Executive for all reasonable expenses incurred or paid by the Executive in the performance of his duties pursuant to this Agreement, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

(g) Sarbanes-Oxley/Dodd-Frank Act Compliance: Repayment of Bonus and Profits: The Executive understands that, in accordance with the Sarbanes-Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 (together, “ Applicable Law ”), if the Company Group is required to prepare an accounting restatement due to the material noncompliance of the Company Group with any financial reporting requirement under securities laws, the Executive shall reimburse the Company Group, to the extent reimbursement is required by Applicable Law, for: (i) the amount of any bonus or other incentive-based or equity-based compensation received by the Executive from the Company Group during the three-year period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement, but only to the extent that the amount of incentive compensation received exceeds the amount of incentive-based compensation that otherwise would have been paid had it been determined based on the accounting restatement; and (ii) any profits realized from the sale of securities of the Company Group during that three-year period, but only to the extent that the amount of profits received exceeds the amount of profits that otherwise would have been paid had it been determined based on the accounting restatement.

4. Termination of Employment.

(a) Early Termination of the Employment Period. If, during the Initial Term or any Extended Term, as applicable, the Executive’s employment terminates for any reason, including but not limited to, the Executive’s death or Disability (as hereinafter defined), termination by the Company with or without Cause (as hereinafter defined) or voluntary termination by the Executive with or without Good Reason (as hereinafter defined), the Employment Period shall thereupon end and, except as otherwise provided herein, this Agreement shall terminate upon the effective date of such termination as set forth in a Notice of Termination (as hereinafter defined).

(b) Termination by the Company with or without Cause. The Executive’s employment hereunder may be terminated by the Company with or without Cause, effective immediately upon delivery of a Notice of Termination to the Executive. “ Cause ” shall mean the Executive’s (i) willful, intentional or grossly negligent failure to substantially perform his duties under this Agreement; if, within 90 days of receiving a written demand for substantial performance from the

Board that specifically identifies the manner in which the Executive has not substantially performed his duties, the Executive shall have failed to cure the non-performance or to take measures to cure the non-performance; (ii) the Executive’s willful, intentional or grossly negligent violation of the Company Group’s Code of Conduct or Insider Trading Policy (iii) the Executive’s conviction of, or plea of nolo contendere to a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor under the laws of the United States or any state thereof involving fraud that relates to the Company Group’s property; (iv) the willful, intentional, or grossly negligent conduct of the Executive which is demonstrably and materially injurious to any member of the Company Group, monetarily or otherwise; (v) the Executive’s material breach of Section 6 or Section 7 of this Agreement, or (vi) the Executive’s material breach of Section 2(c) of this Agreement. For purposes of this definition of Cause, no act, or failure to act, on the Executive’s part shall be deemed willful, intentional or grossly negligent if the Executive acted in good faith and in a manner, that the Executive reasonably believed to be in, or not opposed to, the best interests of the Company Group.

(c) Termination due to Death or Disability. The Executive’s employment hereunder shall terminate upon the Executive’s death or in the event of a termination by the Company due to the Executive’s Disability. “ Disability ” shall mean (i) a finding by the Board that the Executive has been unable to perform his job functions by reason of a physical or mental impairment for a period of 90 consecutive days or any 90 days within a period of 180 consecutive days. The President’s or the Board’s good faith determination of Disability shall be final, binding and conclusive.

(d) Delivery of Non-Renewal Notice. In the event the Company or the Executive delivers a notice of non-renewal as described in Section 1 hereof, the Executive’s employment hereunder shall terminate upon the expiration of the Initial Term or any Extended Term, as applicable.

(e) Voluntary Termination by the Executive. The Executive may voluntarily terminate his employment with the Company with or without Good Reason by delivering a Notice of Termination to the Company no less than thirty (30) days prior to the effective date of such termination. “ Good Reason ” shall mean (i) the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company or any other action by the Company that results in a significant diminution in that status, including, but not limited to, denial of ultimate and final discretion over the day-to-day operation of CTAX as to budgeting, marketing, service provision, and staffing (including, but not limited to, direct management of CTAX’s senior management personnel) during the Initial Term, but excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive; (ii) any failure by the Company to provide the Executive with compensation and benefits that are in the aggregate at least commensurate in all material respects with those provided to the Executive (not including those benefits set forth in paragraph 3(b) herein) as of the Effective Date, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company within thirty (30) days after receipt of notice thereof given by the Executive; (iii) any requirement by the Company that Executive relocate his personal residence more than fifty (50)

miles from his current address as of the Effective Date; or (iv) any material breach of this Agreement by the Company; provided, however, that such breach shall constitute Good Reason only if the Executive provides written notice to the Company (in accordance with Section 8(g) hereof) of the event which constitutes the breach within ninety (90) days following date that he has notice of the initial existence of the breach and the Company thereafter fails to cure such breach within thirty (30) business days following its receipt of such notice.

(f) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than by reason of death) shall be communicated by a written Notice of Termination addressed to the other parties to this Agreement. A “ Notice of Termination ” shall mean a written notice stating that the Executive’s employment with the Company has been or will be terminated and the specific provisions of this Section 4 under which such termination is being effected.

5. Payments upon Certain Terminations.

(a) In General. Within thirty (30) days following the termination of the Executive’s employment for any reason, the Company shall pay the Executive: (i) the Base Salary earned but not yet paid for services rendered to the Company on or prior to the date on which the Employment Period ends; (ii) any business expenses incurred on or prior to the date on which the Employment Period ends that are eligible for reimbursement in accordance with the Company’s expense reimbursement policies as then in effect; and (iii) any vested benefits to which the Executive is entitled under the Company’s employee benefit plans and any welfare benefits to which he is entitled in accordance with the terms of the Company’s welfare plans. The amounts described in this Section 5(a) are collectively referred to herein as the “ Accrued Rights .”

(b) Termination by Reason of the Executive’s Death or Disability or as a Result of Delivery of Notice of Non-Renewal. In the event the Employment Period ends by reason of the Executive’s death or a termination of the Executive’s employment by the Company for Disability or the Company or the Executive delivers a notice of non-renewal as described in Section 1 hereof, the Company’s sole obligation to the Executive shall be to pay the Executive an amount equal to the Accrued Rights, as set forth in Section 5(a) hereof, plus any Annual Bonus awarded by the Board prior to the date of the Executive’s termination of employment for services rendered in any fiscal year which had been completed prior to the date on which the Employment Period ends and which had not previously been paid (provided that the Board has not imposed a requirement that the Executive be employed on the payment date), which shall be paid on the sixtieth (60th) day following the date of the Executive’s termination of employment.

(c) Termination by the Company without Cause or by the Executive for Good Reason. Subject to Section 5(c) hereof and provided that the Executive is in compliance with his obligations under Section 6 and Section 7 hereof, in the event the Employment Period ends by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to:

(i) The Accrued Rights.

(ii) Any Annual Bonus awarded by the Board prior to the date of the Executive’s termination of employment for services rendered in any fiscal year which had been completed prior to the date on which the Employment Period ends and which had not previously been paid (provided that the Board has not imposed a requirement that the Executive be employed on the payment date), which shall be paid on or before the sixtieth (60[th] ) day following the date of the Executive’s termination of employment.

(iii) An amount equal to twelve (12) months of the Executive’s then-current base salary as severance, which shall be made to the Executive in equal installments in accordance with the Company’s normal payroll practices commencing on or before the 60th day following the date of termination and continuing for a 12-month period following the date of termination, provided that, if the Release Execution Period (as defined below) begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to the Executive during the period beginning on the termination date and ending on the first payment date if no delay had been imposed.

(iv) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), the Company shall either pay or reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive's eligible dependents for continuing health insurance coverage and the monthly premium amount paid by similarly situated active executives for similar health insurance coverage. To the extent the benefit provided under this Section 5(c)(iv) is provided in the form of a reimbursement, any reimbursement shall be paid to the Executive on or before the last day of the month immediately following the month in which the Executive timely remits the premium payment. To the extent the benefit provided under this Section 5(c)(iv) is provided in the form of a payment, the amount of the benefit shall be paid to the Executive on or before the last day of each month that the Executive is entitled to such benefit. The Executive shall be eligible to receive such benefit or reimbursement until the earliest of: (i) the twelve-month anniversary of the Executive’s termination date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment or reimbursement of the COBRA premiums under this Section 5(c)(iv) would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “ Code ”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of any such payment or reimbursement of the applicable COBRA premiums, the Company may instead pay the Executive fully taxable cash payments equal to and paid at the same time as the amount of the portion of the COBRA premiums that otherwise would have been paid or reimbursed to the Executive, subject to applicable tax withholdings.

(v) The Company shall make a payment, in a lump sum in the fiscal year following the fiscal year of the Notice of Termination, equal to the product of (i) the annual cash incentive award to which the Executive would have been entitled for the fiscal year in which the termination date occurs based on actual performance of the Company for such fiscal year had the Executive’s employment not been terminated, and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year.

(d) Execution of Release. As a condition of the Executive’s right to receive any of the payments or benefits described in Section 5, other than the Accrued Rights, the Executive shall, within sixty (60) days after the Executive’s date of termination of employment (the “ Release Execution Period ”), deliver to the Company a full, complete and irrevocable release of all claims or causes of action the Executive may have in respect of the Executive’s employment by the Company, substantially in the form attached hereto as Exhibit A, and the Executive shall not have revoked such release of all claims (such condition, the “ Release Condition ”).

(e) Effect of Failure. In the event the Executive fails to satisfy the Release Condition, other than the Accrued Rights, the Executive shall not be entitled to any of the payments or benefits described in Section 5. Other than the Accrued Rights, in the event that, prior to the end of a 52week period following the Executive’s termination of employment, the Executive materially breaches any of his obligations under Section 6 or Section 7 hereof, the Company’s obligations to provide the payments and benefits under Section 5(c) hereof, as applicable, shall thereupon cease and the Company shall be entitled to recover from the Executive the after-tax proceeds of the amounts theretofore paid to the Executive pursuant to such Section 5(c).

(f) Certain Property and Information. Upon termination of the Executive’s employment with the Company, the Executive will deliver to the Company any and all property owned or leased by any member of the Company Group and any and all materials and information (in whatever form) relating to the business of any member of the Company Group, including without limitation all customer lists and information, financial information, business notes, business plans, documents, keys, credit cards, phones, computers and other equipment provided by any member of the Company Group. All Company Group property will be returned promptly and in the condition it was received except for normal wear.

6. Proprietary Information.

(a) Confidentiality. The Executive acknowledges and agrees that his work for the Company will bring him into close contact with many confidential affairs of the Company Group not readily available to the public, including plans for further developments or activities by the Company Group. The Executive agrees that during the Employment Period and at all times thereafter, he shall keep and retain in the strictest confidence all confidential matters (“ Confidential Information ”) of the Company Group, including but not limited to, “know how,” sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information; information about or concerning existing, new or potential customers, franchisees, clients or shareholders; trade secrets; pricing policies; operational methods; technical

processes; inventions and research projects; and other business affairs of the Company Group, in each case that the Executive may develop or learn in the course of his employment, and shall not remove such Confidential Information from premises of any member of the Company Group (other than for the purpose of working from home), use such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Company Group, either during or after the Employment Period, except (i) in good faith, in the course of performing his duties under this Agreement; (ii) with the prior written consent of the Board; (iii) it being understood that Confidential Information shall not be deemed to include any information that is or becomes generally available to the public other than as a result of disclosure by the Executive; or (iv) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal or investigative body in accordance with any applicable statute, rule or regulation (but only to the extent any such disclosure is compelled, and no further). Further, nothing herein shall prevent the Executive from cooperating with any investigation or inquiry conducted by the Equal Employment Opportunity Commission regarding any employment practice or policy of the Company. In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges that he shall not have criminal or civil liability under any federal or state trade secret law for, and nothing herein prohibits, the disclosure of a trade secret or Confidential Information that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Upon the termination of the Executive’s employment with the Company, or at any time that any member of the Company Group may so request, the Executive shall return to the Company all tangible embodiments (in whatever medium) relating to Confidential Information and Work Product (as hereinafter defined) that he may then possess or have under his control.

(b) Ownership of Property. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to any member of the Company Group’s actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by the Executive (either solely or jointly with others) while Executive is engaged in the rendition of duties pursuant to this Agreement, including any of the foregoing that constitutes any proprietary information or records (“ Work Product ”) belonging to any member of the Company Group, and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the applicable member of the Company Group. Any copyrightable work prepared in whole or in part by the Executive in the course of his actual work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the applicable member of the Company Group shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the applicable member of the Company Group all right, title, and

interest, including without limitation, copyright in and to such copyrightable work. The Executive shall perform all actions reasonably requested by the Board, to establish and confirm the applicable member of the Company Group’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments) in Work Product and copyrightable work identified by the Board.

(c) Third Party Information. The Executive understands that the Company Group will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Executive’s employment with the Company and thereafter, and without in any way limiting the provisions of Section 6(a) of this Agreement, the Executive shall hold Third Party Information in the strictest confidence and shall not disclose to anyone (other than personnel and consultants of the Company Group who need to know such information in connection with their work for the Company Group) or use, except in connection with his work for the Company Group, Third Party Information unless expressly authorized by the Board in writing.

Restrictive Covenants. The Executive acknowledges that (i) in the course of his employment with the Company Group, he will become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group; (ii) his services will be of special, unique and extraordinary value to the Company Group; (iii) the agreements and covenants of the Executive contained in Section 6 and Section 7 hereof are essential to the business and goodwill of the Company; and (iv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Section 6 and Section 7 hereof. Therefore, the Executive agrees that, without limiting any other obligation pursuant to this Agreement:

(a) Non-Competition. Except with prior written permission of the Board, the Executive shall not, during the Employment Period and for a period of twelve (12) months thereafter, directly or indirectly (individually or on behalf of other Persons) in the United States or any United States territory: (i) enter (or prepare to enter) the employ of, or render services to, any Person engaged in (a) the provision of tax resolution or tax resolution-related tax preparation services or (b) any other line of business actively being conducted by the Company Group accounting for more than ten percent of any member of the Company Group’s gross revenues on the date of the Executive’s termination, provided, that (x) the Executive is actively involved with such other business lines in conjunction with his rendering services at the Company; and (y) such business lines are not listed on Exhibit A (a “ Competitive Business ”); (ii) engage (or prepare to engage) in a Competitive Business on the Executive’s own account; or (iii) become interested in any such Competitive Business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity; provided, however, that nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring, solely as a passive investment, less than 5% of the total outstanding securities of any publicly-traded corporation or pursuing outside ventures as identified on Exhibit A.

(b) Non-Solicitation. Except with prior written permission of the Board, the Executive shall not, directly or indirectly (individually or on behalf of other persons), during the Employment

Period and for a period of twelve (12) months thereafter, for any reason hire, offer to hire or entice away any officer, employee, franchisee or agent of the Company Group (or any former officer, employee or agent of the Company or any of its subsidiaries or affiliates who was employed by the Company Group at any time during the twelve (12) month period prior to the Executive’s termination of employment) or interfere with or attempt to interfere with business relationships between any member of the Company Group and any current or prospective franchisee, customer, client or supplier of any member of the Company Group; provided that the foregoing shall not be violated by (i) the hiring of or offer to hire any officer, employee, franchisee, or agent of the Company Group who responds to general advertisements not targeted, directly or indirectly, at employees or consultants of the Company Group; or (ii) the hire or solicitation of (x) former Community Tax, LLC employees or consultants not employed or engaged by Community Tax, LLC as of the Effective Date; (y) the hiring or offer to hire any employee or consultant for employment in addition to employment at the Company Group in side ventures permissible for Executive under Section 7(a) above, subject to the Company’s written consent; or (z) any employee or consultant of Community Tax, LLC separated in a reduction in force or whose employment or engagement has been otherwise terminated by Community Tax, LLC.

(c) Non-Disparagement. At any time during or after the Employment Period, the Executive shall not make (whether directly or through any other Person) any public or private statements (whether oral or in writing) which are derogatory or damaging to the Company or its direct or indirect parents, subsidiaries and affiliates, together with each of their current and former principals, officers, directors, direct or indirect equity holders, general and limited partners, agents, representatives and employees, or any of their businesses, activities, operations, affairs, reputations or prospects.

(d) Injunctive Relief with Respect to Covenants. The Executive acknowledges and agrees that in the event of any material breach by the Executive of any of section of this Agreement that remedies at law may be inadequate to protect the Company, and, without prejudice to any other legal or equitable rights and remedies otherwise available to the Company , the Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm.

(e) Enforcement. If, at the time of enforcement of Section 6 hereof or this Section 7, a court or other body of legal authority holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court may revise such restrictions to cover the maximum duration, scope and area permitted by law and reasonable under such circumstances. Because the Executive’s services are unique and because the Executive has access to Confidential Information, the parties hereto agree that the Company Group would be irreparably harmed by, and money damages would be an inadequate remedy for, any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, any of the members of the Company Group and their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other

relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

8. Miscellaneous.

(a) Survival. To the extent necessary to give effect to such provisions, the provisions of this Agreement (including without limitation, Sections, 6 and 7 hereof) shall survive the termination of this Agreement, whether such termination shall be by expiration of the Employment Period, an earlier termination pursuant to Section 4 hereof or otherwise.

(b) Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession occurs by operation of law) by reason of the sale of all or a portion of the Company’s equity securities, a merger, consolidation or reorganization involving the Company or, unless the Company otherwise elects in writing, a sale of all or a portion of the assets of the business of the Company.

(c) Assignment. This Agreement may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. The Company may assign its rights, together with its obligations, hereunder (i) to any affiliate or subsidiary, provided that the assignor continues to be responsible for the obligations set forth herein until discharged, or (ii) to third parties in connection with any sale, transfer or other disposition of all or substantially all of its business or assets.

(d) Entire Agreement. This Agreement, together with Exhibits A and B hereto, contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, provided that the terms of this Agreement shall be interpreted in conjunction with the terms of the MIPA, and any conflict between this Agreement and the MIPA shall be resolved in favor of this Agreement. No other agreement relating to the terms of the Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. The Executive acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences.

(e) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any covenant contained herein is not enforceable in accordance with its terms, the Executive and the Company agree that such provision shall be reformed to make such covenant enforceable in a manner that provides as nearly as possible the result intended by this Agreement.

(f) Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

(g) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by nationally recognized overnight carrier and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company:

Will Harvey, General Counsel Liberty Tax 500 Grapevine Hwy. Suite 402 Hurst, TX 76054

If to the Executive, at the address for the Executive then on file with the Company.

(h) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

(i) Headings. Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(j) Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Transmission by one party to the others of fully executed copies of this Agreement by electronically shall bind the parties to the same extent as by the exchange of manually signed originals.

(k) Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company under applicable federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect. The Executive shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits paid to the Executive hereunder or otherwise.

(l) Voluntary Agreement: No Conflicts. The Executive represents that he is entering into this Agreement voluntarily and that the Executive’s employment hereunder and compliance

with the terms and conditions of this Agreement will not conflict with or result in the breach by the Executive of any agreement to which he is a party or by which he or his properties or assets may be bound.

(m) Governing Law; Jurisdiction and Venue; Wavier of Jury Trial. The parties agree that: (i) any litigation involving any enforcement of, noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be interpreted in accordance with and governed by the laws of the state of Texas, without regard for any conflict of law principles; and [(ii) any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the county of Dallas, Texas.] EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(n) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A (“ Section 409A ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and this Agreement shall be interpreted and administered accordingly. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, unless the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (a “ Separation from Service ”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of Section 409A, and any payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s Separation from Service, the Executive is deemed to be a “specified employee” within the meaning of Section 409A(2)(B)(i), all payments which are subject to Section 409A as deferred compensation and which would otherwise be required to be made upon such Separation from Service shall be made on the earlier of (i) the first payroll date following the six-month anniversary of the Executive’s Separation from Service or (ii) the date of the Executive’s death. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred, and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in any subsequent year.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Executive has hereunto set his hand as of the day and year first above written.

NextPoint Financial, Inc.

By: Title: Date: Bradley Jacob Dayan, Esq.

Date:

EXHIBIT B

Form of Release

RELEASE AGREEMENT (this “ Release Agreement ”), dated as of , between NextPoint Financial, Inc. (“the “ Company ”), and Bradley Jacob Dayan, Esq. (“ Executive ”).

1. Release.

(a) In consideration of the payments set forth in Section 5(c) of the Employment Agreement, as applicable, between the Company and Executive dated as of [ ] (the “ Employment Agreement ”), Executive, on behalf of himself and his heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its direct or indirect parents, subsidiaries and affiliates, together with each of their current and former principals, officers, directors, direct or indirect equityholders, general and limited partners, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the “ Releasees ”), from any and all debts, demands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“ Claims ”), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time he signs this Release Agreement (the “ General Release ”). This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that Executive may have arising under the common law, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans With Disabilities Act of 1967, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act of 2002, the Fair Labor Standards Act (FLSA), the Equal Pay Act, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, including but not limited to the Employment Agreement, and Company’s Plan and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company.

(b) Except as provided in Section 5(c) of the Employment Agreement, as applicable, Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to him arising out of his employment with the Company, and no further sums are owed to him by the Company or by any of the other Releasees at any time. The Company shall provide Executive with a schedule showing the specific amounts due to him under each subparagraph of Section 5(c) of the Employment Agreement, to the extent then ascertainable, not later than ten days from the date of any separation from service.

(c) The foregoing waiver and release shall not extend to the following: (i) any rights, remedies or claims Executive may have in enforcing the terms of the Employment Agreement with respect to amounts due to Executive in connection with his termination of employment as, and to the extent, provided in Section 5(c) of the Employment Agreement, as applicable, or in enforcing the terms of this Release Agreement, (ii) any rights Executive may have to receive vested amounts under any of the Company’s (or any affiliate’s) employee benefit plans and/or pension plans or programs and the Company’s Equity and Cash Incentive Plan; (iii) Executive’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); (iv) Executive’s eligibility for, or right to receive, indemnification and advancement of expenses in accordance with applicable laws, the certificate of incorporation and/or by-laws of the Company or any affiliate, or under the Employment Agreement or under any of the governing agreements of the Company or any affiliate, or coverage under any applicable directors and officers policy or otherwise; (v) any rights Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which the Company or any of the Releasees and Executive are jointly liable; and (vi) any rights or claims that may not be lawfully released and/or waived (including any rights to workers’ compensation or unemployment insurance).

Consultation with Attorney; Voluntary Agreement. The Company advises Executive to consult with an attorney of his choosing prior to signing this Release Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Release Agreement and, specifically, the General Release in Paragraph 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Paragraph 1 above. Executive acknowledges and agrees that the payments set forth in Section 5(c) of the Employment Agreement, as applicable, are sufficient consideration to require him to abide with his obligations under this Release Agreement, including but not limited to the General Release set forth in Paragraph 1. Executive represents that he has read this Release Agreement, including the General Release set forth in Paragraph 1 and understands its terms and that he enters into this Release Agreement freely, voluntarily, and without coercion. Notwithstanding the foregoing, nothing contained herein shall prevent Executive from filing an administrative charge of discrimination with the EEOC or state or local fair employment practices agency. No federal, state or local government agency is a party to this Agreement and none of the provisions of this Agreement restrict or in any way affect a government agency’s authority to investigate or seek relief in connection with any of the claims released. However, if a government agency

were to pursue any matters falling within the released claims, which it is free to do, the parties agree that this Agreement shall control as the exclusive remedy and full settlement of all claims between the parties. Executive agrees that Executive shall not seek, accept, or be entitled to any monetary relief, whether individually or as a member of a class or group, arising from an EEOC charge filed by Executive or on Executive’s behalf.

No Admission of Liability. Nothing in this Agreement is intended to or will be construed as an admission by the Company that it or any of its officers, directors or employees, violated any law, interfered with any right, breached any obligation, or otherwise engaged in any improper or illegal conduct, the Released Parties expressly denying any such conduct.
Effective Date; Revocation. Executive acknowledges and represents that he has been given at least twenty-one (21) days during which to review and consider the provisions of this Release Agreement and, specifically, the General Release set forth in Paragraph 1 above, although he may sign and return it sooner if he so desires. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Release Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Release Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Release Agreement shall become effective on the eighth (8th) day following his execution of this Release Agreement. Executive further acknowledges and agrees that, in the event that he revokes this Release Agreement, it shall have no force or effect, and he shall have no right to receive any payment pursuant to Section 5(c) of the Employment Agreement, as applicable.
Time for Execution. Absent a bona fide dispute as to the amount due in connection with any separation from service, the Executive shall execute this Release Agreement not later than 21 days from the date the schedule of payments is provided to him as provided in Paragraph 1(b) hereof.
Severability. In the event that any one or more of the provisions of this Release Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Release Agreement shall not in any way be affected or impaired thereby.
Waiver. No waiver by either party of any breach by the other party of any condition or provision of this Release Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time. This Release Agreement and the provisions contained in it shall not be construed or interpreted for or against either party because that party drafted or caused that party’s legal representative to draft any of its provisions.

Governing Law. This Release Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without reference to its choice of law rules.
Entire Agreement. This Release Agreement constitutes the entire agreement and understanding of the parties with respect to the release of claims provided for herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to such release of claims. Executive acknowledges and agrees that he is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Release Agreement. This Release Agreement may not be altered or modified other than in a writing signed by Executive and an authorized representative of the Company.
Headings. All descriptive headings in this Release Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Release Agreement.
Counterparts. This Release Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and Executive have executed this Release Agreement, on the date and year set forth below.

NextPoint Financial, Inc.

By: Name: Title: Date:

Bradley Jacob Dayan, Esq.

Date:

EXHIBIT B

N. CHARVERON EMPLOYMENT AGREEMENT

[See attached]

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”), entered into as of , 2021 (the “Effective Date” ), between NextPoint Financial Inc. (“ Company ”), and Nick Chaveron (the “ Executive ”).

W I T N E S S E T H:

WHEREAS, the Company is acquiring Community Tax, LLC pursuant to the terms of that certain Membership Interest Purchase Agreement of even date (the “ MIPA ”);

WHEREAS, prior to the acquisition, Executive served as Founder and Chief Executive Officer of Community Tax, LLC;

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Term of Employment. Unless the Executive’s employment shall sooner terminate pursuant to Section 4 of this Agreement, the Company shall employ the Executive for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “ Initial Term ”); provided, however, that, commencing on the expiration of the Initial Term, the Executive’s employment shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year each (each, an “ Extended Term ”), unless one of the parties (the Executive or the Company, as the case may be), at least ninety (90) days prior to the expiration of the then-current term (the Initial Term or any Extended Term), provides written notice to the other of its intention not to renew such employment. The period during which the Executive is employed pursuant to this Agreement, including any Extended Term in accordance with the preceding sentence, shall be referred to as the “ Employment Period .”

2. Duties and Responsibilities.

(a) During the Employment Period, the Executive shall serve as President of the Company’s Community Tax, LLC division (“ CTAX ”). The Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the strategic and day-to-day operations of CTAX and, as to CTAX, that are normally associated with the position of a chief executive officer of a business, including, but not limited, direct management of the senior management personnel of CTAX. The Executive shall report directly to the Chief Executive Officer of the Company.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall be paid a base

salary by the Company at an annual rate of $ , payable in regular installments in accordance with the Company’s usual payment practices. The Company shall review the Executive’s base salary annually during the Employment Period and, subject to Section 4(e)(ii) herein, may increase or decrease that base salary from time-to-time in its sole discretion, based on its periodic review of the Executive’s performance in accordance with the Company’s regular policies and procedures. The Executive’s annual base salary as in effect from time to time is hereinafter referred to as the “ Base Salary .”

(b) Annual Bonus. For the duration of this Agreement, the Executive is eligible for an annual bonus payment (the “ Annual Bonus ”), payable if, as and when Annual Bonuses payable to other executive officers of Company are paid. The amount, if any, available to be paid to the Executive and the time and form of payment of bonuses, will be determined and approved by the Compensation Committee of the Board. During such time as the Executive serves as Chief Revenue Officer of the Company, the target amount of the Annual Bonus shall be equal to % of the Base Salary paid to the Executive as of the last day of the previous fiscal year. Except as provided in Sections 5(b) and (c), the Executive must be employed by the Company (without having given or received notice of termination of his employment) on the payment date of an Annual Bonus to be entitled to such Annual Bonus.

(e) Vacation. During the Employment Period, the Executive shall be entitled to paid time off (“ PTO ”) in accordance with the Company’s PTO policy as may be in effect from time to time.

4. Termination of Employment.

5. Payments upon Certain Terminations.

(i) The Accrued Rights.

6. Proprietary Information.

Restrictive Covenants. The Executive acknowledges that (i) in the course of his employment with the Company Group, he will become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group; (ii) his services will be of special, unique and extraordinary value to the Company Group; (iii) the agreements and covenants of the Executive contained in Section 6 and Section 7 hereof are essential to the business and goodwill of the Company; and (iv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in Section 6 and Section 7 hereof. Therefore, the Executive agrees that, without limiting any other obligation pursuant to this Agreement:

(b) Non-Solicitation. Except with prior written permission of the Board, the Executive shall not, directly or indirectly (individually or on behalf of other persons), during the Employment

relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

8. Miscellaneous.

If to the Company: Will Harvey, General Counsel Liberty Tax 500 Grapevine Hwy. Suite 402 Hurst, TX 76054

If to the Executive, at the address for the Executive then on file with the Company.

(h) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

(i) Headings. Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l) Voluntary Agreement: No Conflicts. The Executive represents that he is entering into this Agreement voluntarily and that the Executive’s employment hereunder and compliance

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Executive has hereunto set his hand as of the day and year first above written.

NextPoint Financial, Inc.

By: Title: Date:

Nick Chaveron

Date:

EXHIBIT B

Form of Release

RELEASE AGREEMENT (this “ Release Agreement ”), dated as of , between NextPoint Financial, Inc. (“the “ Company ”), and Nick Chaveron

(“ Executive ”).

Release.

Consultation with Attorney; Voluntary Agreement. The Company advises Executive to consult with an attorney of his choosing prior to signing this Release Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Release Agreement and, specifically, the General Release in Paragraph 1 above, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Paragraph 1 above. Executive acknowledges and agrees that the payments set forth in Section 5(c) of the Employment Agreement, as applicable, are sufficient consideration to require him to abide with his obligations under this Release Agreement, including but not limited to the General Release set forth in Paragraph 1. Executive represents that he has read this Release Agreement, including the General Release set forth in Paragraph 1 and understands its terms and that he enters into this Release Agreement freely, voluntarily, and without coercion. Notwithstanding the foregoing, nothing contained herein shall prevent Executive from filing an administrative charge of discrimination with the EEOC or state or local fair employment practices agency. No federal, state or local government agency is a party to this Agreement and none of the provisions of this Agreement restrict or in any way affect a government agency’s authority to investigate or seek relief in connection with any of the claims released. However, if a government agency

No Admission of Liability. Nothing in this Agreement is intended to or will be construed as an admission by the Company that it or any of its officers, directors or employees, violated any law, interfered with any right, breached any obligation, or otherwise engaged in any improper or illegal conduct, the Released Parties expressly denying any such conduct.
Effective Date; Revocation. Executive acknowledges and represents that he has been given at least twenty-one (21) days during which to review and consider the provisions of this Release Agreement and, specifically, the General Release set forth in Paragraph 1 above, although he may sign and return it sooner if he so desires. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Release Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Release Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Release Agreement shall become effective on the eighth (8th) day following his execution of this Release Agreement. Executive further acknowledges and agrees that, in the event that he revokes this Release Agreement, it shall have no force or effect, and he shall have no right to receive any payment pursuant to Section 5(c) of the Employment Agreement, as applicable.
Time for Execution. Absent a bona fide dispute as to the amount due in connection with any separation from service, the Executive shall execute this Release Agreement not later than 21 days from the date the schedule of payments is provided to him as provided in Paragraph 1(b) hereof.
Severability. In the event that any one or more of the provisions of this Release Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Release Agreement shall not in any way be affected or impaired thereby.
Waiver. No waiver by either party of any breach by the other party of any condition or provision of this Release Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time. This Release Agreement and the provisions contained in it shall not be construed or interpreted for or against either party because that party drafted or caused that party’s legal representative to draft any of its provisions.

Governing Law. This Release Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without reference to its choice of law rules.
Entire Agreement. This Release Agreement constitutes the entire agreement and understanding of the parties with respect to the release of claims provided for herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to such release of claims. Executive acknowledges and agrees that he is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Release Agreement. This Release Agreement may not be altered or modified other than in a writing signed by Executive and an authorized representative of the Company.
Headings. All descriptive headings in this Release Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Release Agreement.
Counterparts. This Release Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and Executive have executed this Release Agreement, on the date and year set forth below.

NextPoint Financial, Inc.

By: Name: Title: Date:

Nick Chaveron

Date:

EXHIBIT C

LOCK-UP AGREEMENT

[See attached]

This LOCKUP AGREEMENT (this “Agreement”) is entered into as of December 30, 2021, by and between NextPoint Financial Inc. (“NextPoint”) and Adam Dayan Living Trust (“Shareholder”).

WHEREAS, NextPoint, NPI Holdco LLC (“Buyer”), Shareholder, B. Dayan Living Trust (“B. Dayan Trust”) and Velocity Equity (“Velocity Equity” and together with Shareholder and B. Dayan Trust, the “Sellers”) have entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), pursuant to which the Sellers will sell, and Buyer will acquire, all of the outstanding limited liability company interests (the “Interests”) of Community Tax LLC, an Illinois limited liability company (“CTAX”) (the “Transaction”);

WHEREAS, as part of the consideration paid to Sellers, NextPoint shall issue up to 1,365,147 Common Shares to Shareholder upon the consummation of the Transaction (the “Share Consideration”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of Buyer and the Sellers under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which is acknowledged and agreed, the parties to this Agreement hereby agree as follows.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
(a) “Transfer” means, in respect of securities, (i) the sale, offer to sell, contract or agreement to sell, gifting, assignment, hypothecation, pledge, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, filing (or participate in the filing of) a registration statement with any Governmental Authority or establishing or increasing a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any securities or any beneficial interest therein, or (ii) the entering into of any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities or any beneficial interest therein.

Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

Transfer Restrictions. Shareholder hereby undertakes and agrees not to Transfer 682,574 of the Common Shares received as part of the Share Consideration (the “Restricted Shares”), for a period of twelve (12) months following the Closing Date (the “Lock-up Period”). Notwithstanding the foregoing or anything to the contrary herein, the restrictions and obligations contemplated in this Section 2 shall not apply to transfers of the Restricted Shares:
(a) if the undersigned is a natural person, (i) to any person related to the undersigned by blood or adoption who is an immediate family member of the undersigned, or by

marriage or domestic partnership (a “Family Member”), or to a trust formed for the direct or indirect benefit of the undersigned or any of the undersigned’s Family Members, (ii) to the undersigned’s estate or beneficiaries, following the death of the undersigned, by will, intestacy or other operation of law, (iii) as a bona fide gift to a donee or donees, (iv) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (v) to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such Family Member(s);

(b) to a corporation, partnership, limited liability company or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management with the undersigned, (i) as a disposition, transfer, distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (ii) as a bona fide gift to a charitable organization; or
(c) tendered pursuant to a bona fide third party take-over bid made to all holders of Common Shares or similar acquisition transaction provided that, in the event that the bid or acquisition transaction is not completed, any Common Shares tendered will remain subject to the restrictions contained in this undertaking;

provided that, in the case of a transfer pursuant to clauses (a) – (b), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to NextPoint a lock-up agreement in the form of this Lock-Up Agreement with respect to such Common Shares that have been so transferred or distributed.

Representations and Warranties. Shareholder represents and warrants as follows:
(a) Organization; Due Authorization. If Shareholder is a corporation, partnership, limited liability company or other business entity, such Shareholder is duly organized, validly existing and in good standing under the laws of the state or country of its organization, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Shareholder’s corporate, limited liability company or other relevant powers and have been duly authorized by all necessary corporate, limited liability company or other relevant actions on the part of Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(b) No Conflicts. If Shareholder is a corporation, partnership, limited liability company or other business entity, the execution and delivery of this Agreement by Shareholder does

not, and the performance by Shareholder of its obligations hereunder will not conflict with or result in a violation of the Organizational Documents of Shareholder. The execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not require any consent or approval that has not been given or other action that has not been taken by any Person to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Agreement.

Successors and Assigns. This Agreement shall become binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.
Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.
Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State.

8. CONSENT JURISDICTION, VENUE AND SERVICE OF PROCESS.

(a) THE PARTIES TO THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR OTHER DELAWARE STATE COURT IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH

ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREIN.

(b) WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
Counterparts. This Agreement may be executed in any number of counterparts (including counterparts by facsimile), and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

By: Name: Brent Turner Title: Chief Executive Officer

ADAM DAYAN LIVING TRUST

By: Name: Title:

[Lockup Agreement – A. Dayan Trust]

This LOCKUP AGREEMENT (this “Agreement”) is entered into as of December 30, 2021, by and between NextPoint Financial Inc. (“NextPoint”) and B. Dayan Living Trust (“Shareholder”).

WHEREAS, NextPoint, NPI Holdco LLC (“Buyer”), Shareholder, Adam Dayan Living Trust (“A. Dayan Trust”) and Velocity Equity (“Velocity Equity” and together with Shareholder and A. Dayan, the “Sellers”) have entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), pursuant to which the Sellers will sell, and Buyer will acquire, all of the outstanding limited liability company interests (the “Interests”) of Community Tax LLC, an Illinois limited liability company (“CTAX”) (the “Transaction”);

WHEREAS, as part of the consideration paid to Sellers, NextPoint shall issue up to 1,365,147 Common Shares to Shareholder upon the consummation of the Transaction (the “Share Consideration”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of Buyer and the Sellers under the Purchase Agreement.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
(a) “Transfer” means, in respect of securities, (i) the sale, offer to sell, contract or agreement to sell, gifting, assignment, hypothecation, pledge, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, filing (or participate in the filing of) a registration statement with any Governmental Authority or establishing or increasing a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any securities or any beneficial interest therein, or (ii) the entering into of any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities or any beneficial interest therein.

Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

Transfer Restrictions. Shareholder hereby undertakes and agrees not to Transfer 682,574 of the Common Shares received as part of the Share Consideration (the “Restricted Shares”), for a period of twelve (12) months following the Closing Date (the “Lock-up Period”). Notwithstanding the foregoing or anything to the contrary herein, the restrictions and obligations contemplated in this Section 2 shall not apply to transfers of the Restricted Shares:
(a) if the undersigned is a natural person, (i) to any person related to the undersigned by blood or adoption who is an immediate family member of the undersigned, or by

(b) to a corporation, partnership, limited liability company or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management with the undersigned, (i) as a disposition, transfer, distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (ii) as a bona fide gift to a charitable organization; or
(c) tendered pursuant to a bona fide third party take-over bid made to all holders of Common Shares or similar acquisition transaction provided that, in the event that the bid or acquisition transaction is not completed, any Common Shares tendered will remain subject to the restrictions contained in this undertaking;

Representations and Warranties. Shareholder represents and warrants as follows:
(a) Organization; Due Authorization. If Shareholder is a corporation, partnership, limited liability company or other business entity, such Shareholder is duly organized, validly existing and in good standing under the laws of the state or country of its organization, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Shareholder’s corporate, limited liability company or other relevant powers and have been duly authorized by all necessary corporate, limited liability company or other relevant actions on the part of Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(b) No Conflicts. If Shareholder is a corporation, partnership, limited liability company or other business entity, the execution and delivery of this Agreement by Shareholder does

Successors and Assigns. This Agreement shall become binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.
Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.
Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State.

8. CONSENT JURISDICTION, VENUE AND SERVICE OF PROCESS.

(a) THE PARTIES TO THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR OTHER DELAWARE STATE COURT IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH

(b) WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
Counterparts. This Agreement may be executed in any number of counterparts (including counterparts by facsimile), and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

NEXTPOINT FINANCIAL INC.

By: Name: Brent Turner Title: Chief Executive Officer

B. DAYAN LIVING TRUST

By: Name: Title:

[Lockup Agreement – Bradley Jacob Trust]

This LOCKUP AGREEMENT (this “Agreement”) is entered into as of December 30, 2021, by and between NextPoint Financial Inc. (“NextPoint”) and Velocity Equity, LP (“Shareholder”).

WHEREAS, NextPoint, CTAX Acquisition LLC (“Buyer”), Shareholder, Bradley Jacob Dayan Living Trust dated November 3, 2017 (“B. Dayan Trust”) and Adam Dayan Living Trust dated May 8, 2017 (“A. Dayan Trust” and together with Shareholder and B. Dayan Trust, the “Sellers”) have entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), pursuant to which the Sellers will sell, and Buyer will acquire, all of the outstanding limited liability company interests (the “Interests”) of Community Tax LLC, an Illinois limited liability company (“CTAX”) (the “Transaction”);

WHEREAS, as part of the consideration paid to Sellers, NextPoint shall issue 682,574 Common Shares to Shareholder upon the consummation of the Transaction (the “Share Consideration”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of Buyer and the Sellers under the Purchase Agreement.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
(a) “Transfer” means, in respect of securities, (i) the sale, offer to sell, contract or agreement to sell, gifting, assignment, hypothecation, pledge, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, filing (or participate in the filing of) a registration statement with any Governmental Authority or establishing or increasing a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any securities or any beneficial interest therein, or (ii) the entering into of any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities or any beneficial interest therein.

Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

Transfer Restrictions. Shareholder hereby undertakes and agrees not to Transfer 341,287 of the Common Shares received as part of the Share Consideration (the “Restricted Shares”), for a period of twelve (12) months following the Closing Date (the “Lock-up Period”). Notwithstanding the foregoing or anything to the contrary herein, the restrictions and obligations contemplated in this Section 2 shall not apply to transfers of the Restricted Shares:
(a) if the undersigned is a natural person, (i) to any person related to the undersigned by blood or adoption who is an immediate family member of the undersigned, or by

marriage or domestic partnership (a “Family Member”), or to a trust formed for the direct or indirect benefit of the undersigned or any of the undersigned’s Family Members, (ii) to the undersigned’s estate or beneficiaries, following the death of the undersigned, by will, intestacy or other operation of law, (iii) as a bona fide gift, (iv) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (v) to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such Family Member(s);

(b) to a corporation, partnership, limited liability company or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management with the undersigned, (i) as a disposition, transfer, distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders) or (ii) as a bona fide gift; or
(c) tendered pursuant to a bona fide third party take-over bid made to all holders of Common Shares or similar acquisition transaction provided that, in the event that the bid or acquisition transaction is not completed, any Common Shares tendered will remain subject to the restrictions contained in this undertaking;

provided that, in the case of a transfer pursuant to clauses (a) – (b), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to NextPoint a lock-up agreement in the form of this Lock-Up Agreement (with a Lock-Up Period modified to reflect the remaining period of time the Transfer Restrictions remain under this Agreement) with respect to such Common Shares that have been so transferred or distributed.

In addition, if, during the Lock-up Period there is a Change of Control (as defined below), then upon the consummation of such Change of Control, all Restricted Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of NextPoint to a third-party buyer; (b) a sale resulting in no less than a majority of the voting power of NextPoint being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of NextPoint with or into a third-party buyer that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity.

Representations and Warranties. As of the date hereof, Shareholder represents and warrants to Buyer and Parent as follows:
(a) Organization; Due Authorization. If Shareholder is a corporation, partnership, limited liability company or other business entity, such Shareholder is duly organized, validly existing and in good standing under the laws of the state or country of its organization, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Shareholder’s corporate, limited

liability company or other relevant powers and have been duly authorized by all necessary corporate, limited liability company or other relevant actions on the part of Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

(b) No Conflicts. If Shareholder is a corporation, partnership, limited liability company or other business entity, the execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not conflict with or result in a violation of the Organizational Documents of Shareholder. The execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not require any consent or approval that has not been given or other action that has not been taken by any Person to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Agreement.
Successors and Assigns. This Agreement shall become binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.
Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.
Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in this Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State.

8. CONSENT JURISDICTION, VENUE AND SERVICE OF PROCESS.

(a) THE PARTIES TO THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR OTHER DELAWARE STATE COURT IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREIN.
(b) WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
Counterparts. This Agreement may be executed in any number of counterparts (including counterparts by facsimile), and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

NEXTPOINT FINANCIAL INC.

By: Name: Brent Turner Title: Chief Executive Officer

VELOCITY EQUITY

By: Name: Title:

[Lockup Agreement – Velocity Equity]

EXHIBIT D

ASSET PURCHASE AGREEMENT

[See attached]

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “ Agreement ”) is entered into as of the 30[th] day of December, 2021, by and between Community Tax Puerto Rico LLC, a Delaware limited liability company (“ Buyer ”), and Tax Assistance Servicing, LLC, a Puerto Rico limited liability company (“ Seller ”) (Seller and Buyer are collectively referred to herein as the “ Parties ”).

WHEREAS , on the date hereof, the Bradley Jacob Dayan Living Trust dated November 3, 2017, the Adam Dayan Living Trust dated May 8, 2017, Velocity Equity, LP, NextPoint Financial Inc. and CTAX Acquisition LLC (“ Equity Buyer ”) have entered into that certain Membership Interest Purchase Agreement (the “ MIPA ”), pursuant to which Equity Buyer will purchase all of the issued and outstanding equity interests of Community Tax LLC (the “ Company ”), an Affiliate of Seller.

WHEREAS , in connection with the consummation of the transactions contemplated by the MIPA, and as a condition thereto, Seller has determined that it is advisable and in its best interest to sell certain of its operating assets, rights and properties of its business, as more particularly described in this Agreement, to Buyer in consideration of the covenants, agreements and purchase price hereinafter provided, on the terms and subject to the conditions of this Agreement, and Buyer has determined it to be in its best interest to purchase the assets for said consideration, covenants and agreements on such terms and subject to such conditions.

NOW, THEREFORE , in consideration of the agreements, covenants, representations and warranties contained in this Agreement, it is mutually agreed as follows:

ARTICLE 1 - PURCHASE AND SALE OF ASSETS

1.01 Agreement to Sell and Purchase . Subject to the terms and conditions hereof, on the date hereof (the “ Closing Date ”), Seller hereby sells, conveys, transfers, assigns and delivers to Buyer and Buyer hereby purchases from Seller, all of Seller’s right, title and interest in and to the assets owned by Seller other than the Excluded Assets (as defined below) (collectively, the “ Purchased Assets ”), free and clear of all liens and encumbrances.

1.02 Excluded Assets . Notwithstanding anything to the contrary in Section 1.01 above, the assets set forth on Schedule 1.02 to this Agreement are to be terminated at Closing or otherwise excluded from the Purchased Assets and shall remain the sole and exclusive property of Seller (the “ Excluded Assets ”).

1.03 Assumed Liabilities . At the Closing, Buyer will assume all Liabilities arising from or in connection with the Purchased Assets (but only to the extent that such Liabilities thereunder (a) are required to be performed after the Closing, (b) in the case of Liabilities incurred prior to the Closing, were incurred in the ordinary course of business, and (c) do not relate to any pre- Closing failure to perform, improper performance, breach of warranty or covenant or other breach, default or violation by Seller under any contract included in the Purchased Assets (an “ Assumed Contract ”) on or prior to the Closing) (collectively, the “ Assumed Liabilities ”).

1.04 Excluded Liabilities . Notwithstanding anything to the contrary in Section 1.03, Buyer shall not assume, and shall have no liability under or by reason of this Agreement for any,

Excluded Liabilities. The term “ Excluded Liabilities ” means all liabilities and obligations of Seller other than the Assumed Liabilities, including the liabilities and obligations set forth on Schedule 1.04 to this Agreement.

ARTICLE 2 - PURCHASE PRICE

2.01 Purchase Price and Method of Payment . The purchase price for the Purchased Assets shall be (a) the assumption of the Assumed Liabilities and (b) Fifty Thousand Dollars ($50,000) (the “ Purchase Price ”). The Purchase Price shall be paid by Buyer to Seller at Closing.

2.02 Allocation of Purchase Price . Within ninety (90) days of the Closing Date, or as soon thereafter as reasonably practicable, the Buyer shall prepare and deliver to the Seller an allocation of the Purchase Price (as determined for Tax purposes) among the assets of the Seller in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law; as appropriate) and the methodology set forth in Schedule 2.02 attached hereto (the “ Purchase Price Allocation ”). The Seller shall cooperate with the Buyer, as reasonably requested by the Buyer, in connection with the Buyer’s preparation of the Purchase Price Allocation. Such allocation will be used by the Parties in reporting the transaction contemplated by this Agreement for federal, state, and local Tax purposes. The Seller shall have a period of thirty (30) days following the Buyer’s delivery of the Purchase Price Allocation to present in writing to the Buyer notice of any objections that the Seller may have to the allocations set forth therein (an “ Objections Notice ”). If the Seller shall raise any objections within such thirty (30) day period, the Buyer and the Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the Parties fail to agree within fifteen (15) days after the delivery of the Objections Notice, any dispute shall be resolved by a mutually agreed upon nationally recognized accounting firm, whose determination shall be final and binding on the Parties, with fees of such accounting firm borne fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer. The Purchase Price Allocation as finally determined hereunder shall be binding on the parties hereto and the Seller and the Buyer shall (and shall cause their Affiliates to) file all Tax Returns in a manner consistent with such Purchase Price Allocation. Any subsequent adjustments to the Purchase Price shall be allocated in a manner consistent with the finally prepared Purchase Price Allocation.

2.03 Withholding Tax. Buyer and Seller shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer and Seller may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder. Prior to making any such deduction or withholding, Buyer shall promptly inform the Seller of the amount and basis for any such deduction or withholding. Buyer shall reasonably cooperate with the Seller to reduce the basis for such deduction or withholding (including providing the Seller with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding).

ARTICLE 3 - CLOSING

3.01 Closing . The closing of the purchase and sale contemplated herein (the “ Closing shall take place simultaneously with the execution and delivery of this Agreement.

3.02 Closing Documents .

(a) At Closing, Seller shall deliver to Buyer:

(i) the Purchased Assets;

(ii) a bill of sale in the form of Exhibit A attached hereto (the “ Bill of Sale ”) and duly executed by seller, transferring all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Business;

(iii) an assignment and assumption agreement in the form of Exhibit B (the “ Assignment and Assumption Agreement ”) attached hereto and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and Assumed Liabilities;

(iv) any other documents reasonably requested by Buyer to effect the transactions contemplated herein.

(b) At Closing, Buyer shall deliver to Seller:

(i) the Purchase Price;

(ii) the Assignment and Assumption Agreement duly executed by

Buyer;

(iii) and any other documents reasonably requested by Seller to effect the transactions contemplated herein.

3.03 Non-assigned Assets . Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset (i) that is not assignable or transferable without the consent of any person, other than Seller, Buyer or any of their respective Affiliates, to the extent that such consent shall not have been given prior to the Closing or (ii) the transfer of which would violate applicable law, and Seller shall, at Buyer’s cost and expense, use commercially reasonable efforts to obtain any such consents as promptly as possible. With respect to any Purchased Assets that are not transferred or assigned to Buyer at the Closing by reason of this Section 3.03, after the Closing and until the earlier of (a) requisite consent is obtained and the foregoing is transferred and assigned to Buyer or (b) eighteen (18) months following the date hereof, Seller shall, at Buyer’s cost and expense, provide to Buyer the benefits thereof (or substantially comparable benefits) and shall enforce, at the request of and for the account of Buyer, any rights of Seller or its Affiliates arising thereunder against any person, including the right to elect to terminate in accordance with the terms thereof upon the reasonable advice of Buyer.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.01 Seller’s Representations and Warranties . Seller represents and warrants to Buyer, as of Closing, the following:

(a) Good Standing and Authorization; Non-Contravention . Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws

of the State of Puerto Rico, and Seller has all necessary power and authority to enter into and carry out this Agreement, which has been duly authorized by all necessary parties. Seller has the right, power, legal capacity and authority to enter into, and perform their obligations under this Agreement, this Agreement has been duly executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the full power and authority necessary to own, lease, operate and use its assets and carry on the business. Neither the execution, delivery and performance by Seller of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any Law applicable to the Purchased Assets or require any notice to or filing with any governmental authority; (b) result in the creation or imposition of any liens or encumbrances upon, or the forfeiture of, any Purchased Asset; or (c) result in a breach or violation of, or default under, the organizational documents of Seller.

(b) Purchased Assets . Seller has good and marketable title to, or, in the case of property held under a lease or license, an enforceable leasehold interest in, or right to use, the Purchased Assets, none of which is subject to any lien, mortgage, pledge, security interest, encumbrance, adverse claim, or charge of any kind.

(c) Litigation; Orders . There is no action, proceeding, suit, or litigation pending or threatened by or against Seller or to which Seller is a party (either as plaintiff or defendant) with respect to the Purchased Assets. There is no outstanding order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any governmental authority against, relating to or affecting the Purchased Assets.

(d) Brokers’ Fees . Seller does not have any Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement .

(e) Assigned Contract . Seller is not in breach of or default under any Assigned

Contract.

(f) Sufficiency of Assets . Except for the termination and/or exclusion of the Excluded Assets, the Purchased Assets are sufficient for the continued conduct of the business of the Seller after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Seller in substantially the same manner as conducted prior to the Closing.

(g) Compliance with Laws . Seller is in compliance with all laws applicable to the conduct of the business of the Seller as currently conducted or the ownership and use of the Purchased Assets as currently owned and used by Seller in the business.

4.02 Buyer’s Representations and Warranties . Buyer represents and warrants as follows:

(a) Good Standing and Authorization. Buyer represents and warrants that Buyer is a limited liability company duly organized and existing according to the Laws of the State of Delaware and Buyer has all necessary power and authority to enter into and carry out this Agreement, which has been duly authorized by all necessary parties. Buyer has the right, power,

and authority to enter into, and perform its obligations under this Agreement, this Agreement has been duly executed and delivered by Buyer, and this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

(b) Brokers’ Fees . Buyer does not have any liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

ARTICLE 5 - POST-CLOSING COVENANTS

5.01 Confidentiality . From and after the Closing, each Party shall, and shall cause their Affiliates to, hold, and shall use their reasonable efforts to cause its or their respective Representatives to hold, in confidence any and all proprietary, confidential or non-public information, whether written or oral, concerning the other Party and/or this Agreement, except to the extent that such Party can show that such information (a) is generally available to and known by the public through no fault of such Party, any of its Affiliates or their respective Representatives; (b) is lawfully acquired by such Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (c) is legally required to be disclosed; or (d) is reasonably necessary to be disclosed to Representatives or other advisors in the ordinary course of business or in the exercise of rights or obligations under this Agreement. If a Party or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial, regulatory or administrative process or by other requirements of Law, to the extent permitted by such judicial, regulatory or administrative process or other requirements of Law, such Party shall promptly notify the other Party in writing and shall disclose only that portion of such information which such Party is advised by its counsel is legally required to be disclosed, provided that such Party shall use commercially reasonable efforts to obtain an appropriate protective order (at the other Party’s sole cost and expense) or other reasonable assurance that confidential treatment will be accorded such information.

5.02 Funds Received Post-Closing . Buyer agrees to pay promptly (and in any event within five (5) days of their receipt or collection) to Seller all amounts received or collected by Buyer after the Closing attributable to, or in respect of, any Excluded Asset, by wire transfer of immediately available funds to an account specified by Seller or by any other means acceptable to Seller.

5.03 Tax . All transfer, documentary, sales, use, stamp, registration, and other similar Taxes, and any conveyance fees or recording charges incurred in connection with the transactions contemplated by this Agreement, will be paid by Seller when due. Seller will file all necessary Tax returns and other documentation with respect to all such Taxes, fees, and charges.

5.04 Publicity . No public announcement or disclosure may be made by either Party with respect to the subject matter of this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, or as required by any applicable Law or this Agreement.

5.05 Preservation of Records . Subject to any retention requirements relating to the preservation of Tax records, the Seller and the Buyer agree that each of them shall preserve and

keep the records held by them relating to the Purchased Assets for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against (other than legal proceedings by the Seller against the Buyer or vice versa) or governmental investigations of the Seller or the Buyer or any of their Affiliates or in order to enable the Seller or the Buyer to comply with their respective obligations under this Agreement. If the Seller or the Buyer wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give 90 days prior written notice to the other and such other party will have the right at its option and expense, upon prior written notice given to such party within that 90 day period, to take possession of the records within 90 days after the date of such notice.

5.06 Employee Matters . As of the Closing, the Buyer shall provide the Seller with a list of the Seller’s employees it intends to hire (“ New Employees ”). All New Employees shall resign or otherwise terminate employment as of the effective time of the Closing. As of the Closing Date, Buyer shall have the right, but not the obligation, to offer employment to any and all of Seller’s employees. The New Employees hired by Buyer will be hired on terms and conditions of employment, that are substantially similar to those provided by Seller, including, without limitation, salaries, commissions and benefits that the Buyer deems appropriate, in its sole discretion.

ARTICLE 6 - MISCELLANEOUS

6.01 Definitions .

(a) “ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “ Cash ” means, without duplication, the aggregate amount of immediately available funds constituting cash and liquid cash equivalents of the Seller. For the avoidance of doubt, “Cash” shall include amounts in transit or held for transfer, including third party checks, deposits or wire transfers received or initiated, but not yet deposited, and shall be reduced by the amount of any unpaid checks, drafts or wire transfers issued against the accounts of the Seller prior to the date of determination.

(d) “ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(e) “ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

(f) “ Liability ” means any debt, loss, damage, adverse claim, fine, penalty, liability, obligation or similar matter (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including fees, disbursements and expenses of legal counsel, experts, and consultants and costs of investigation).

(g) “ Person ” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

(h) “ Puerto Rico Code ” means the Puerto Rico Internal Revenue Code of

2011, as amended.

(i) “ Representative ” means, with respect to any Person, any and all directors, managing members, managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person

(j) “ Tangible Personal Property ” means furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Company.

(k) “ Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(l) “ Tax Return ” means any return, declaration, report, claim for refund, information return, or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

6.02 Survival . The representations, warranties, covenants and agreements of the Parties hereto shall survive the Closing for a period of twelve (12) months.

6.03 Further Actions . Each of the Parties hereby agrees to take such actions and execute such other and further documents as may be required in order to carry out this Agreement and give effect hereto.

6.04 Notice . Any notice, demand, request, or other communication required or permitted under this Agreement shall be in writing and either (i) delivered personally or by messenger or a nationally recognized overnight courier service, (ii) sent postage prepaid by United States Mail, or (iii) sent by telecopy or other similar means of rapid transmission and confirmed by mailing written

confirmation thereof, as provided in clause (ii) above, at substantially the same time as such rapid transmission. Except as otherwise specifically provided in this Agreement, the effective date of any notice shall be the date of delivery of the notice, if by personal delivery, messenger, courier service, or telecopy, or if mailed, on the third business day after depositing in the United States mail or the date the notice is designated by the postal authorities as not deliverable, as the case may be. Notices shall be addressed as follows except as otherwise specified in this Agreement or as modified by notice given in accordance with this Section:

If to Buyer: 500 Grapevine HWY., Suite 402 Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

If to Seller:

c/o B. Jacob Dayan [ Redacted – Personal Information ]

with a copy to: with a copy to: Brown Rudnick LLP Benesch, Friedlander, Coplan & Aronoff, LLP 7 Times Square, 47[th] Floor 200 Public Square, Suite 2300 New York, NY 10036 Cleveland, Ohio 44114 Email: [email protected] Email: [email protected]; Attention: Todd Emmerman Attention: Jennifer L. Stapleton Email: [email protected] Email: [email protected] Attention: Jonathan Fitzsimons Attention: Sarah M. Hesse

or such other address as any party may designate by notice given in accordance with this Section.

6.05 Assignment . The terms, provisions, covenants and conditions of this Agreement shall bind and benefit the Parties hereto and their respective successors and assigns. Neither may assign, delegate, or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Seller shall be permitted to assign any right or obligation contained herein to (i) an Affiliate of Buyer or (ii) any purchaser of a majority of the outstanding equity interests of Seller or substantially all of the assets of Seller, without the prior written consent of Buyer. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein will give or be construed to give any person, other than the parties and such successors and assigns, any rights hereunder. For the avoidance of doubt, any indemnified person pursuant to Article 6 that is not party hereto is intended to be an express third party beneficiary of this Agreement.

6.06 Expenses . Except as otherwise provided in this Agreement or the MIPA, each Party will each bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

6.07 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the samagreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6.08 Entire Agreement and Amendments . This Agreement and the MIPA constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the MIPA, the Exhibits to the MIPA and Disclosure Schedules (as defined in the MIPA) (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of the MIPA will control.

6.09 Representation by Counsel . The Parties have been encouraged to seek the advice of independent legal counsel, have in fact been provided the opportunity to do so, and have relied upon the advice and representation of counsel of their selection in executing this Agreement. The Parties expressly acknowledge that they have had the free and unrestricted opportunity to consult with counsel or other advisors relative to this Agreement and that this Agreement is entered into as an act of free will and is an arm’s-length transaction.

6.10 Joint Drafting Effort . Each party hereto agrees that this Agreement reflects the joint drafting efforts of the Parties, and that this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

6.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED IN THE CITY OF WILMINGTON AND COUNTY OF NEW CASTLE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11(c).

6.12 Severability . If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

6.13 Headings . Headings contained in the various Sections of this Agreement are inserted for convenience of reference only and do not in any way limit, expand or modify the terms and provisions of this Agreement.

6.14 Time of the Essence . Time is of the essence as to this Agreement as well as in the performance of the duties and obligations set forth in this Agreement.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

SELLER :

TAX ASSISTANCE SERVICING, LLC

By: Name: Title:

BUYER :

COMMUNITY TAX PUERTO RICO LLC

By: Name: Title:

EXHIBIT E

ASSIGNMENT OF MEMBERSHIP INTERESTS

[See attached]

Execution Copy

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

This ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (this “ Assignment ”), dated as of December 30, 2021 (the “ Closing Date ”), is among each of (i) the Bradley Jacob Dayan Living Trust dated November 3, 2017, (ii) the Adam Dayan Living Trust dated May 8, 2017, (iii) Velocity Equity, LP, an Illinois limited partnership (collectively, the “ Assignors ”), and (iv) CTAX Acquisition LLC, a Delaware limited liability company (“ Assignee ”). Capitalized terms used, but not otherwise defined herein shall have the meaning given to them in the Purchase Agreement (as defined below).

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A. Assignors collectively own 100% of the issued and outstanding limited liability company interests (the “ Interests ”) in Community Tax LLC, an Illinois limited liability company (the “ Company ”); and

B. Pursuant to and in accordance with the provisions of that certain Membership Interest Purchase Agreement, dated as of December 30, 2021, by and between the Assignors, Assignee, and NextPoint Financial Inc. (the “ Purchase Agreement ”), Assignors have agreed to sell to Assignee and Assignee has agreed to purchase from Assignors, the Interests, free and clear of all Encumbrances, upon the terms and conditions set forth therein; and

C. To effect the sale and purchase of the Interests, Assignors and Assignee are executing and delivering this Assignment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENTS

Assignment.

a. Subject to the terms and conditions of the Purchase Agreement, Assignors each hereby transfer and convey to Assignee all of the Interests free and clear of all Encumbrances, effective as of the Closing, in accordance with the Organizational Documents of Assignors.

b. Assignors hereby withdraw, and Assignee is hereby admitted as, the sole member of the Company in accordance with the terms of the Organizational Documents of the Company, effective as of the Closing, without the need for the execution of any additional documentation.

Acceptance by Assignee. Assignee hereby (a) accepts and assumes the Interests, and (b) consents to being admitted as the sole member of the Company, in each case, effective as of the Closing.
Counterparts. This Assignment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties

hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Further Assurances. The parties hereto agree to take all such further actions and execute, acknowledge and deliver all such further documents, instruments or agreements as may be reasonably necessary to further effectuate the assignment and assumption of the Interests.
Relationship to Purchase Agreement. This Assignment is being delivered pursuant to the Purchase Agreement and will be construed consistently therewith. This Assignment is not intended to, and does not, in any manner enhance, diminish, or otherwise modify the rights and obligations of the parties under the Purchase Agreement. To the extent that any provision of this Assignment conflicts or is inconsistent with the terms of the Purchase Agreement, the terms of the Purchase Agreement will govern.
Governing Law. This Assignment and all claims arising out of or relating to this Assignment or the transactions contemplated by this Assignment shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the choice of law principles of such state that would require or permit the application of the Laws of another jurisdiction.
Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , Assignor and Assignee have caused this Assignment to be duly executed as of the day and year first above written.

ASSIGNOR:

VELOCITY EQUITY LP

By: McGorray Equity Inc., its general Partner

By Name: Nick Charveron Title: President

BRADLEY JACOB DAYAN LIVING TRUST

By Name: B. Jacob Dayan Title: Trustee

ADAM DAYAN LIVING TRUST

By Name: Adam Dayan Title: Trustee

ASSIGNEE:

CTAX ACQUISITION LLC

By Name: Brent Turner Title: Chief Executive Officer

PARENT:

NEXTPOINT FINANCIAL INC.

By Name: Brent Turner Title: Chief Executive Officer

[Signature Page to Assignment of Limited Liability Company Interests]

EXHIBIT F

G. ASIMOU EMPLOYMENT AGREEMENT

[See attached]

==> picture [230 x 48] intentionally omitted <==

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”), establishing an at-will employment relationship between Community Tax, LLC , an Illinois limited liability company (“CTAX”), and George Asimou (“Employee”), is dated this 30th day of December, 2021.

WHEREAS, CTAX is a tax services company with its main offices located at 17 North State Street, Suite 210, Chicago, Illinois 60602, and certain other locations that may be established from time-to-time by CTAX;

WHEREAS, CTAX seeks to retain Employee for the purposes of assisting CTAX’s tax resolution and tax services businesses, which include, but are not limited to, representation before the Internal Revenue Service (“IRS”) and state taxing authorities; resolution of delinquent tax liabilities for both individuals and businesses; preparation of both current and delinquent tax returns; general tax monitoring and assistance; as well as accounting, bookkeeping, and payroll services; and

WHEREAS, Employee is willing to make Employee’s services available to CTAX;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which are acknowledged, and the foregoing recitals, which are incorporated herein, it is agreed as follows:

AT-WILL EMPLOYMENT. Employee understands and agrees that Employee’s employment by CTAX shall be at all times “at-will.” CTAX, at its sole discretion, reserves the right to terminate Employee’s employment with CTAX at any time for any lawful reason whatsoever, with or without cause or notice. Likewise, Employee may resign Employee’s employment with CTAX at any time for any reason.
ACKNOWLEDGEMENTS AND REPRESENTATIONS. Employee agrees that Employee has received, reviewed, and hereby acknowledges and agrees to abide by, all written policies and procedures of CTAX including, but not limited to, those contained within the CTAX Employee Handbook, and any and all policies and procedures relating to telemarketing, the sending of facsimile transmissions and text messages, and the sending of e-mails.
RESPONSIBILITIES. Employee agrees that during the term of Employee’s employment with CTAX, Employee shall: (a) devote appropriate business time, attention, best efforts, skill, and ability to the business of CTAX, and perform such services as assigned to Employee by CTAX; (b) review (as necessary and with each update and revision), and at all times abide by, and fully comply with, any and all rules, policies, procedures and orders which CTAX may adopt or give, which CTAX reserves the right to amend, pause, or terminate at any time; (c) do Employee’s utmost

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to further enhance and promote the business and welfare of CTAX; and (d) abide by and fully comply with all applicable federal, state, and local laws, statutes, regulations, rules, and ordinances, as currently in effect or hereafter amended.

DEPOSIT AND ASSIGNMENT OF FUNDS. Employee shall cause all funds received by Employee from third parties in connection with any of Employees’ duties hereunder, including application fees, to be made payable to CTAX and such funds shall be immediately provided by Employee to CTAX, with documentation as to the source, use, and disposition of said funds from each customer transaction. Employee hereby irrevocably assigns to CTAX the right to any and all monies, personal checks, cashier’s checks, wire transfers, funds, or other proceeds sent to or otherwise made payable to Employee by customers or clients of CTAX in connection with the work performed by Employee and/or CTAX’s products or services for any such customers or clients. Employee agrees and covenants to promptly disclose and surrender to CTAX any such monies or proceeds described above.
COMPENSATION AND BENEFITS. Employee’s compensation and benefits shall be set forth in the attached Exhibit A (and any other subsequent exhibits, as necessary).
CONFIDENTIALITY AND OTHER CONTINUING OBLIGATIONS.

6.1 CONFIDENTIALITY.

(a) Employee acknowledges that s/he has acquired and/or will acquire CTAX trade secrets, as defined by the Illinois Trade Secrets Act or any equivalent or applicable law in the Employee’s state of residency during their employment with CTAX, as well as other CTAX Confidential Information (as defined below) during his/her employment with CTAX, and that, by virtue of his/her duties at CTAX, s/he will obtain knowledge and familiarity with the needs and requirements of CTAX’s customers and potential customers.

(b) As used herein, the term "Confidential Information” shall mean any and all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, which CTAX has developed or acquired in the course of its business, including, but not limited to, (i) CTAX trade secrets; (ii) information concerning CTAX and its procedures and operations including, but not limited to, the financial condition of CTAX, results of operations, and profit margins; (iii) the identity, personal identifying information [ e.g. , name (in whole or in part), social security number, or credit card or other financial information], and business preferences of CTAX's customers, prospective customers, and employees, or that of any employee or agent of any entity with which CTAX communicates and/or transacts business; (iv) technical or non-technical data, financial data, and/or lists of actual or potential customers or suppliers as well as market research, market strategies, and market and sales processes, techniques, skills, ideas and plans that are possessed, developed, accumulated and/or acquired by CTAX, including leads on potential customers and information related thereto as well as CTAX marketing, advertising and promotional materials; (v) internal or customer-facing communications by CTAX as to business operations to the extent Employee is privy to such

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communications; (vi) any information given to CTAX or collected by CTAX, which is protected by the Gramm-Leach-Bliley Act, including, but not limited to, the private financial information of CTAX’s customers; (vii) information concerning CTAX intellectual property, patents and trademarks, and software and firmware used in conjunction with CTAX’s business; and (viii) any other information, whether or not recorded on any medium, by which CTAX derives independent economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information. The foregoing list is not intended to be exhaustive and exceeds any legal definition of trade secret. CTAX may assert and demonstrate the confidential nature of documents and information other than as specifically described in this paragraph.

(c) Employee acknowledges Confidential Information that Employee has committed to memory which is supplied or made available by CTAX to the Employee to assist Employee in performing Employee’s services under this Agreement is included in the definition of Confidential Information. Employee acknowledges that CTAX has taken all reasonable measures to keep such information secret.

(d) Nothing contained herein shall in any way restrict or impair Employee’s right to use, disclose or otherwise deal with any information which: (i) at the time of disclosure is generally available to the public or thereafter becomes generally available to the public by publication or other legal means, but through no act or omission of the Employee; (ii) Employee can show was in the Employee’s possession prior to the time of the disclosure hereunder and was not acquired directly or indirectly from CTAX, provided, that the Employee provides documentation of this earlier development to the satisfaction of CTAX within ten (10) days after execution of this Agreement; or (iii) is independently made available to the Employee as a matter of right by a third party and who is not under an obligation of secrecy to CTAX. For the purpose of the provisions of this paragraph, Confidential Information shall not be deemed to be generally available to the public or in the Employee’s possession merely because it may be embraced by a more general disclosure, or derived from combinations of disclosures, generally available to the public or in the Employee’s possession.

(e) Employee acknowledges that, as a result of the nature of CTAX’s business practices, CTAX has a near-permanent relationship with many of its customers and, but for Employee’s association with CTAX, Employee would have had no contact with CTAX’s customers or potential customers. Employee also acknowledges and agrees that CTAX is engaged in a highly competitive business throughout the United States and has expended, and will expend, significant sums of money, and has invested, and will invest, a substantial amount of time, to develop and use and maintain the secrecy of its Confidential Information. Employee acknowledges that, as a result of these aforementioned expenditures and investments, CTAX has obtained and will obtain a valuable asset which has enabled, and will enable, the company to develop an extensive, and valuable, business reputation and to establish long-term business relationships with its customers throughout the United States. Employee further acknowledges that, if such Confidential Information were disclosed to another person or entity or used for the benefit of anyone other than CTAX, CTAX would suffer immediate irreparable harm, loss, and damage.

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(f) Employee acknowledges and agrees that for a period of ten (10) years after leaving, or terminating, their employment with CTAX, or upon expiration of the pertinent CTAX patent or CTAX copyright registrations, whichever is longer, that;

(i) The Confidential Information, including but not limited to, any resulting patent or copyright registration, is and at all times hereafter shall remain or be the sole exclusive property of CTAX; that all original works of authorship fixed in any tangible medium of expression as to Confidential Information and/or documentation thereof, and any improvements therein, shall be considered "works for hire," that CTAX shall be the exclusive owner of all copyrights in any such works; and that, to the extent such rights do not reside with CTAX by operation of law or this Agreement, Employee expressly assigns such rights to CTAX and agrees to cooperate in good faith in any process necessary to formalize such assignment;

(ii) The provisions of Subparagraph 6.1(f)(i) do not apply to an invention for which no equipment, supplies, facility, or trade secret information of CTAX was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (x) to the business of CTAX or (y) to CTAX’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed by the Employee for CTAX.

(iii) Employee shall use Employee’s best efforts and utmost diligence to guard and protect the Confidential Information from disclosure, either directly or indirectly, to any competitor or customer of CTAX or any other individual, person, firm, corporation, or entity;

(iv) Subject to Section 6.3(c) below and/or unless CTAX gives Employee prior express written permission, during Employee’s employment and thereafter, Employee shall not use for Employee’s own benefit or divulge, directly or indirectly, to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information that Employee may obtain, learn about, develop, and/or be entrusted with as a result of Employee's employment by CTAX.

(g) Employee further agrees that if Employee’s employment with CTAX terminates for any reason:

(i) Employee shall not remove from CTAX property, and shall immediately submit to CTAX, all documentary, paper, electronic, or tangible Confidential Information in Employee’s possession, custody, or control. Employee shall not make or keep any paper or electronic copies, notes, abstracts, summaries, tapes, or other record of any type of Confidential Information or send the Confidential Information to anyone or any computer, phone, or other electronic device; and

(ii) Employee shall immediately return to CTAX any and all other CTAX property in Employee’s possession, custody or control including, without limitation, any and all keys, security cards, passes, credit cards, papers, electronic information and copies thereof.

(h) Employee agrees and acknowledges that the obligations of this Section 6 in no way impede or deny Employee’s right to:

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(i) Report any good faith allegations of unlawful employment practices to federal, state, or local enforcement agencies;
(ii) Report any good faith allegations of criminal conduct to appropriate federal state, or local officials;
(iii) Participate in proceedings with appropriate federal, state, or local officials;
(iv) Make any truthful statements or disclosures required by law, regulation, or legal process; and
(v) Request or receive confidential legal advice.

6.2 NON-SOLICITATION. Employee expressly covenants and agrees that, during the term of his/her employment by CTAX and for a period of eighteen (18) months immediately following the termination of such employment by either Employee or CTAX for any reason, s/he will not at any time induce, or attempt to induce, any employees, agents, sales personnel, or independent contractors of CTAX to terminate their business and/or employment relationship(s) with CTAX. Notwithstanding the foregoing, Employee shall not be in violation of this Section 6.2 by virtue of his/her acting, directly or indirectly, as to (i) the hiring of or offer to hire any officer, employee, franchisee, or agent of the CTAX who responds to general advertisements not targeted, directly or indirectly, at employees or consultants of CTAX; or (ii) the hire or solicitation of (x) former CTAX employees or consultants not employed or engaged by CTAX as of December 30, 2021; (y) the hiring or offer to hire any employee or consultant for employment in addition to employment at CTAX in side ventures not competitive with CTAX; or (z) any employee or consultant of CTAX separated in a reduction in force or whose employment or engagement has been otherwise terminated by CTAX.

6.3 RESTRICTIVE COVENANT. During the period of Employee's employment by CTAX, and after such employment terminates for any reason whatsoever, Employee shall not, either directly or indirectly:

(a) For a period of eighteen (18) months, be employed by, assist, conduct, engage, or directly or indirectly participate in the ownership, management, operation, or control of, or act in any advisory, expert, consulting, or other capacity for, any entity, business, or individual that competes with CTAX as to the provision of tax resolution or tax resolution-related tax preparation services; and

(b) For a period of eighteen (18) months, induce, or attempt to induce, any customer of CTAX to whom services have been sold or provided in the preceding five (5) years to refrain from purchasing the same or similar services or goods from CTAX or to cancel or fail to renew any contract or purchase with CTAX.

(c) For the avoidance of doubt, Employee’s obligations under this Section 6 shall not be violated by any work with the entities set forth on Exhibit B to this Agreement, provided, that such work does not involve tax resolution or tax resolution-related tax preparation services.

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6.4 Employee agrees that, in the event of his/her separation from employment with CTAX, s/he shall provide a copy of Paragraph 6 of this Agreement to his/her subsequent employer prior to starting employment to ensure compliance with the above.

6.5 REMEDIES.

(a) This Agreement is entered into by the parties to protect the legitimate business interests of CTAX which are in substantial part described above. Employee acknowledges that CTAX engages in and pursues marketing programs, and offers services, which are not restricted to the geographic location of CTAX’s physical offices but are instead national in scope. Employee recognizes that CTAX conducts national advertising and marketing campaigns through the use of the mail, radio, televisions, and the internet and that CTAX’s clientele reside throughout the United States. Employee acknowledges and agrees that these factors, coupled with CTAX’s legitimate business interests as described herein, are sufficient to warrant and justify the relief and remedies that this Agreement provides CTAX in the event of Employee’s violation of one or more of the continuing obligations set forth in this Agreement. The parties agree that the specified restraints contained in this Agreement are reasonably necessary to protect CTAX’s legitimate business interests. In executing this Agreement, Employee acknowledges that s/he has carefully considered the nature and extent of the restrictions imposed upon him/her and the rights and remedies conferred upon CTAX under the provisions of this Paragraph 6 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to prevent competition which would be unfair to CTAX, do not stifle Employee’s inherent skill and experience, would not operate as a bar to Employee’s sole means of support, and do not confer a benefit upon CTAX disproportionate to the detriment to Employee; and

(b) Employee acknowledges and agrees that the business of CTAX is highly competitive and that violation of any of the covenants provided for in this Agreement and more specifically in Paragraph 6 of this Agreement would cause immediate immeasurable and irreparable harm, loss, and damage to CTAX not adequately compensable by monetary award. Accordingly, Employee agrees, without limiting any of the other remedies available to CTAX, that any violation of this Agreement may be enjoined or restrained by any court or arbitrator of competent jurisdiction (as applicable), and that any temporary restraining order or emergency preliminary or final injunctions may be issued by any such court or arbitrator without notice and without bond. Employee acknowledges and agrees that CTAX shall in all circumstances be entitled to the full benefit of the time period for each of the restrictive covenants created by this Agreement. Accordingly, should a court or arbitrator (as applicable) determine that Employee’s conduct violated any restrictive covenant, the court or arbitrator shall calculate the period of time during which such conduct was occurring and shall add such time to the then remaining term of the particular restrictive covenant. Employee acknowledges and agrees that this process will necessarily have the effect of extending the time periods following the termination of Employee’s employment with CTAX during which Employee’s business and employment opportunities are restricted beyond the periods prescribed in this Agreement. In the event any proceedings are commenced by CTAX against Employee for any actual or threatened violation of any of said covenants, Employee is liable to CTAX for, and shall pay to CTAX, all costs and expenses of any kind associated with the enforcement of any provision of this Agreement, including reasonable attorneys’ fees and costs.

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6.6 Because the actual damages that CTAX may incur if Employee breaches this Agreement are difficult to ascertain, if Employee violates any of the provisions set forth in Paragraph 6 above, in addition to the injunctive remedies provided for in Subparagraph 6.5 above and without limiting or constraining such injunctive remedies available to CTAX under this Agreement or otherwise in any way, Employee shall pay CTAX Twenty-Five Thousand Dollars and 00/100 Cents ($25,000.00) per violation. Employee acknowledges that this amount is a reasonable estimate of the damages which CTAX would actually suffer per incident as a result of Employee’s breach of any one or more of the provisions of Paragraph 6.

6.7 ENFORCEMENT. It is the desire of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies in each jurisdiction in which enforcement may be sought. In particular, the parties agree that, in construing any provision of this Agreement, a court or arbitrator of competent jurisdiction (as applicable) shall consider this Agreement the joint and equal product of the parties and shall not employ any rule of contract construction that would construe any provision of this Agreement more strictly in favor of or against either party. If any portion of this Agreement should be adjudicated as overbroad, invalid, or unenforceable, or if the application thereof to any party or circumstance shall be adjudicated to be prohibited by or invalid under such applicable law, such provisions shall be amended, i.e., “bluepenciled”, by a court or arbitrator of competent jurisdiction (as applicable) to render them enforceable, consistent with the intent of the parties. If any provision of this Agreement cannot be amended so as to make it enforceable, such provision shall be considered severed, and the remainder of the Agreement shall be enforced as stated.

RETURN OF RECORDS AND PROPERTY. Upon termination of this Agreement or any time during the employment relationship upon CTAX’s request, Employee shall immediately deliver all CTAX records, handbooks, training materials, notes, marketing materials, data, keys, memoranda, Confidential Information, and any equipment that are in Employee's possession, or under Employee's control, that are CTAX's property or relate to CTAX's business.

8. LAPTOP COMPUTER; DESKTOP COMPUTER; SOFTWARE.

(a) In the event that CTAX provides a laptop computer, phone, and/or other electronic devices to Employee, Employee understands and agrees that such computer and any other hardware CTAX may from time to time furnish or make available to Employee ( e.g. flashdrive, portable hard drive, external drive, mouse, monitor, docking station, etc. ) together with any software owned by or licensed to CTAX and provided to Employee and all electronically stored information of every type and kind stored in any such device, shall at all times be and remain the exclusive property of CTAX, and shall be used only in connection with the conduct of CTAX’s business in accordance with any and all rules, policies, procedures, and any future CTAX-related work orders CTAX may adopt or give.

(b) In the event CTAX authorizes Employee to use, and Employee does in fact use, a laptop computer, phone, and/or other electronic device belonging to Employee to access the CTAX network and information, Employee acknowledges and agrees that CTAX may deem it necessary to remotely wipe the contents of the device to protect the security of the CTAX network and information.

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(c) Upon termination of Employee’s employment with CTAX or any time during the employment relationship upon CTAX’s request, any laptop computer, phone, electronic device, and/or other hardware and/or software, and related documentation owned by or licensed to CTAX, including any copies thereof, and all electronically stored information shall be immediately returned to CTAX. Employee further agrees that upon termination of Employee’s employment with CTAX, CTAX may withhold any and all compensation due, or compensation that may become due to Employee from CTAX until any laptop computer, phone, electronic device, and other hardware, firmware, software, and/or related documentation owned by or licensed to CTAX, including any copies thereof, are returned by Employee to CTAX.

9. ARBITRATION PROVISION.

This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq . (“FAA”). This provision evidences a transaction involving commerce and applies to any dispute arising out of or related to this Agreement, Employee’s employment, or the termination of either. The parties agree that this arbitration provision survives the Agreement’s termination. Unless otherwise provided in this Paragraph 9, this provision applies to the resolution of any dispute that would otherwise be resolved in a court of law or before a forum other than arbitration.

9.1 Arbitration on Individual Basis Only

Employee and CTAX agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective action basis. The arbitrator in such arbitration shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision expressly limiting the arbitrator’s authority is determined to be unenforceable, the parties agree that this limitation on the arbitrator’s authority shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only. This arbitration provision requires all covered disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not through a court or jury trial, class, collective, or representative action.

9.2 Arbitration Demand

All claims in arbitration are subject to any statutes of limitation otherwise applicable in court. The party bringing the claim must demand arbitration in writing and identify the parties, state the legal and factual basis of the claim(s), and specify the remedy sought. Any arbitration demand made to CTAX shall be delivered to CTAX at the mailing address provided in this Agreement. Any related disputes will be resolved by the arbitrator. Such related disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the provision’s enforceability or revocability, the provision’s validity, or any portion of the provision.

9.3 Arbitrable Disputes and Claim Types; Exclusions from Coverage.

Unless otherwise expressly provided in this Paragraph 9, this arbitration provision applies, without limitation, to disputes arising out of or related to this Agreement and/or Employee’s

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employment with CTAX, including employment termination and any dispute regarding any city, county, state or federal wage and hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment, and claims arising under the Uniform Trade Secrets Act, the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims. This Agreement requires arbitration of every claim or dispute that lawfully can be arbitrated, unless expressly excluded under this Paragraph 9.

The following disputes and claims are not subject to arbitration: workers compensation claims, malpractice claims, state disability insurance claims, and claims for unemployment insurance benefits; any claim or charges as provided under Section 2-102 of the Illinois Human Rights Act or any equivalent or applicable law in the Employee’s state of residency during their employment with CTAX, Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or the Office of Federal Contract Compliance Programs; any dispute, claim, request for investigation, or any other complaint with the Attorney Registration & Disciplinary Commission or Attorneys General of any jurisdiction; intellectual property rights to be adjudicated by specialized courts established for such claims; any disputes excluded from arbitration by the Dodd-Frank Wall Street Reform and Consumer Protection Act; and any claims that may be brought before an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. This provision does not preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making an arbitration claim. Additionally, either party may avail themselves of courts of competent jurisdiction for purposes of obtaining and enforcing injunctive rights in connection with Paragraph 6 of this Agreement, consistent with Subparagraph 10(e) of this Agreement.

9.4 Arbitrator Selection

In the event of arbitration, the arbitrator shall be selected by mutual agreement of the parties, provided, that the arbitrator shall be an attorney licensed to practice in the State of Illinois or in the Employee’s state of residency during their employment with CTAX or a retired federal or state judicial officer who presided in in Illinois or in the Employee’s state of residency during their employment with CTAX. The arbitration proceeding’s location shall be no more than 45 miles from where Employee was last employed with CTAX, unless otherwise agreed by the parties in writing.

9.5 Fees

Each party will pay the fees for his or her own attorneys, subject to any remedies to which that party may later be entitled under applicable law. In all cases where required by law, CTAX will pay the arbitrator's and arbitration fees. Otherwise, such fee(s) will be apportioned equally

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between the parties or as otherwise required by applicable law. Any related disputes will be resolved by the arbitrator.

9.6 Procedure

In arbitration, the parties will have the right to conduct discovery, bring motions, and present witnesses and evidence to present their cases and defenses. Any related disputes will be resolved by the arbitrator. The Parties will arbitrate their dispute before the arbitrator, who shall confer with the Parties regarding the conduct of the hearing. Any related disputes will be resolved by the arbitrator. Within 30 days the arbitration hearing’s close, unless otherwise ordered by the arbitrator, any party will have the right to prepare, serve, and file a brief with the arbitrator. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this arbitration provision. The arbitrator will issue a decision or award in writing, stating the findings of fact and conclusions of law. Except as may be permitted or required by law, determined by the arbitrator, or by the parties’ mutual written agreement, the existence, content, or results of any arbitration hereunder are confidential. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

9.7 Miscellaneous

Arbitration is not a mandatory term and condition of your employment. You should consult with counsel of your choice concerning this arbitration provision before signing this Agreement. You will not be subject to retaliation if you opt out of coverage under this arbitration provision. Upon your execution of the Agreement, however, this arbitration provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as otherwise stated above, if any portion of this arbitration provision is deemed unenforceable, the remainder of this provision is enforceable.

RIGHTS OF PUBLICITY. Employee acknowledges, agrees, and hereby grants CTAX the rights to use Employee’s name, image, likeness, and any applicable testimonials or other statements made by Employee, for commercial or business purposes. The rights granted in this Section 10 shall permit CTAX to:
(i) Take photographs, videos, or recordings that may contain Employee’s name, image, voice, likeness, and testimonials, or other statements; and
(ii) To use, copy modify, adapt, distribute, publish, display, exhibit, and otherwise use, either in whole or in part, any materials identified in this Section 10 in film, videotape, multimedia productions, CTAX’s website, and any

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educational, training, advertising, marketing, and promotional materials (“Materials”).

Employee acknowledges, agrees, and hereby releases and discharges CTAX from any and all claims Employee may have in connection with CTAX’s use, display, distribution, or exploitation of the Materials, including, but not limited to, any claims for defamation, the violation of any moral or artist rights, and/or any right of privacy or publicity. Moreover, Employee acknowledges that CTAX is the sole and exclusive owner of all right, title, and interest in all copyrights, trademarks, and any and all other intellectual property rights for the Materials. Employee acknowledges and agrees that Employee will receive no compensation from CTAX relating to CTAX’s use, display, distribution, publication, or other use of the Materials. Upon termination, for any reason, or separation of employment with CTAX, the rights granted to CTAX by Employee in this Section 10 shall survive only with respect to the Materials already in existence on the effective date of Employee’s termination or separation from CTAX.

11. MISCELLANEOUS PROVISIONS.

(a) Final Agreement and Amendment . This Agreement, together with any schedules or exhibits attached to or referred to herein, constitutes the final and entire agreement and understanding of the parties as to Employee’s employment. Any term, condition, covenant or agreement not contained herein is not a part of the agreement and understanding of the parties. Except as set forth herein, this Agreement shall only be amended in writing by mutual consent of the parties.

(b) Headings . The headings in this Agreement are for convenience or reference only and shall not define or limit the provisions hereof.

(c) Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois without regard to any conflict of law principles.

(d) Counterparts . This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which together shall constitute but one instrument.

(e) Forum and Jurisdiction of Courts . Any judicial proceedings between the parties under this Agreement shall be brought exclusively in, and the only proper venue for any such proceedings shall be, either the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois. The parties waive any objection to these courts on the basis of jurisdiction or venue.

(f) WAIVER OF JURY TRIAL. CTAX AND EMPLOYEE BY VIRTUE OF THEIR EXECUTION OF THIS AGREEMENT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY CTAX AND EMPLOYEE AND EMPLOYEE ACKNOWLEDGES THAT NEITHER CTAX NOR ANY PERSON ACTING ON BEHALF OF CTAX HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF

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TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. CTAX AND EMPLOYEE ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR CTAX TO EMPLOY EMPLOYEE, THAT CTAX AND EMPLOYEE HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.

(g) Parties in Interest . All of the terms, covenants and conditions herein contained shall inure to the benefit of and be binding upon the parties hereto, their heirs, successors and assigns.

(h) Notices . All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given if delivered by hand or by a nationally recognized overnight delivery service (receipt requested), to the parties at their addresses specified below or at such address as designated in writing to the other parties hereto. Except as otherwise provided herein, all such notices, consents, waivers and other communications shall be effective: (a) if delivered by hand, when delivered; or (b) if delivered by overnight express delivery service, on the next business day after deposit with such service. If any party’s address is a business, receipt by a receptionist or any person in the employ of such party shall be deemed actual receipt by a party of a notice. Notices may be issued by an attorney for a party and, in such case, such notices shall be deemed as given by the delivering party.

(i) Severability . Whenever possible and subject to the provisions of Paragraph 6, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement, or any portion of any provision of this Agreement, is found to be unlawful or invalid or otherwise unenforceable, only such provision or portion thereof deemed prohibited or invalid shall be ineffective, and then only to the extent of such prohibition or invalidity. All other provisions hereof, and the remaining portion of any such invalid or unenforceable provision, shall be unaffected by such partial prohibition or invalidity and shall remain in all respects in full force and effect.

(j) Waiver . No waiver, or alleged waiver, by CTAX of any term, condition or provision of this Agreement shall be effective for any purpose whatsoever unless such waiver is in writing and signed by a duly authorized officer or agent of CTAX. Any waiver by CTAX of any breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

(k) Indemnification . Employee hereby agrees to indemnify and hold harmless CTAX, its officers, directors, agents, managers, members, or any of CTAX’s direct or indirect subsidiaries or affiliates, and the successor or assign of any of them (collectively the “Indemnified Parties”) against any and all actions, causes of action, claims, damages, losses or expenses suffered by any of the Indemnified Parties, directly or indirectly, including all legal expenses and costs incurred in connection with any Unauthorized Obligations or any unauthorized conduct by Employee as it relates to Employee’s duties as described herein.

(l) Drafting . Employee acknowledges that s/he was encouraged to seek consult from private legal counsel regarding the terms herein and that Employee was allotted and encouraged to take the time to do so. Employee acknowledges CTAX and Employee have participated jointly in the

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negotiation and drafting of this Agreement and, in the event of an ambiguity or question of intent or interpretation arises, no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against any party by virtue of authorship.

IN WITNESS WHEREOF , the parties executed this Agreement as of the date written below.

Employee

Community Tax, LLC 17 North State Street, Suite 210 Chicago, Illinois 60602

Signature / Date

Mailing Address

By: Date: Title:

Printed Name

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Exhibit A

Compensation and Benefits

( Effective The First Pay Date in January 2022 )

George Asimou Advisor

I. COMPENSATION

Employee shall be paid on a salaried exempt basis at a rate of ($ ,000.00) per annum, payable semi-monthly and in accordance with CTAX’s payroll policies, as amended from time to time.

II. ADMINISTRATION

Compensation terms are subject to prospective adjustment (either upward or downward) at any time in writing by Jacob Dayan or his authorized designee at the sole discretion of CTAX, subject to applicable legal requirements.

Employee’s compensation will be reported to the IRS on Treasury Form W-2 with the appropriate withholdings as required by the IRS, or any other taxing authority to which withholding and/or reporting may be required by law.

To the extent permitted by applicable law, Employee expressly agrees and acknowledges that CTAX may deduct, set-off, and withhold from any compensation due or that may become due to Employee from CTAX, any and all sums owed to CTAX by Employee under this Agreement.

III. BENEFITS

Employee shall be eligible to participate in CTAX’s benefit plans, on the same terms as those offered to similarly-situated employees, subject to the terms and conditions of the applicable plan or plans, as amended from time to time.

Acknowledged and Agreed to by:

George Asimou

Date:

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EXHIBIT G

RETENTION AGREEMENTS

[See attached]

NextPoint Financial Inc. (the “Corporation”) Share Unit Grant Agreement (the “Grant Agreement”) under the Corporation’s Long Term Incentive Plan (the “Plan”)

Grant

The Corporation hereby grants you Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs,” together with the RSUs, the “Share Units”), the details of which are as follows:

Participant’s Name: Total Grant Value : Grant Date: , 2021 Granted in respect of services rendered by Participant in Fiscal Year: 2021

Vesting Date First RSU Vesting Date Second RSU Vesting Date First PSU Vesting Date Second PSU Vesting Date	Vested Share Units First RSU Tranche Second RSU Tranche First PSU Tranche Second PSU Tranche

1. Determination and Grant of Share Units

1.1 Pursuant to the Plan and in respect of services being provided to the Corporation or a Subsidiary by the Participant the Corporation has granted the number of Share Units set out in the table above (the “Granted Share Units”) to you (referred to below as the “Participant”). The Share Units consist of both Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”). The Share Units have been granted to the Participant contingent and effective only upon the closing of the transactions set forth in that certain Membership Interest Purchase Agreement by and among the B. Jacob Dayan Living Trust, the Adam Dayan Living Trust, and Velocity Equity, LP, and NPI Holdco LLC, a Delaware limited liability company dated as of , 2021(the “Closing”). If the Closing does not occur, this Grant Agreement shall be null and void.
1.2 Such Grant of Share Units and the delivery of Shares or payment of any amount in respect of such Granted Share Units (and any additional Share Units that relate to such Granted Share Units) are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Grant Agreement. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
1.3 Additional Share Units will be accrued in respect of the Granted Share Units set out above in the manner provided in Section 14.2 of the Plan in the event dividends are paid on the Shares during the Vesting Period.
1.4 For purposes of determining the number of Share Units available to the Participant based on the portion of the total Grant Value set forth in Section 2.1, the Valuation Date shall be the Grant Date.

2. Vesting of Granted Share Units

2.1 Subject to the terms of the Plan and subject to Section 2.2, provided the Participant’s Employment has not Terminated on the relevant Vesting Date, the Granted Share Units, together with any additional Share Units accrued over the Vesting Period pursuant to Section 1.3 of this Grant Agreement on account of dividends, shall become Vested Share Units on the Vesting Dates set out in the table above and more fully described herein, determined as follows:

a. First RSU Tranche . On the 30[th ] day following the Grant Date (the “First RSU Vesting Date”), the Participant shall become Vested in a number of Share Units comprised of RSUs equal to $[ ] divided by the Market Price of one Share as of the Valuation Date (the “First RSU Tranche”).

b. Second RSU Tranche . On the last day of the 17-month period beginning on the Grant Date (the “Second RSU Vesting Date”), the Participant shall become Vested in a number of Share Units comprised of RSUs equal to $[ ] divided by the Market Price of one Share as of the Valuation Date (the “Second RSU Tranche”).

c. First PSU Tranche. The Participant shall become Vested in the First PSU Tranche on the date on which Community Tax, LLC, an Illinois limited liability company (the “Company”), in a fiscal year, invoices services billed at a cumulative value, net lender credits, of Fifty-Nine Million Dollars ($59,000,000) (the “First PSU Vesting Date”). The First PSU Tranche shall consist of the number of Share Units comprised of PSUs equal to $[ ] divided by the Market Price of one Share as of the Valuation Date.

d. Second PSU Tranche . The Participant shall become Vested in the Second PSU Tranche on the date on which the Company, in a fiscal year, invoices services billed at a cumulative value, net lender credits, of Sixty-Two Million Dollars ($62,000,000) (the “Second PSU Vesting Date”). The Second PSU Tranche shall consist of the number of Share Units comprised of PSUs equal to $[ ] divided by the Market Price of one Share as of the Valuation Date.

2.2 In the event the Participant’s employment is Terminated due to the Participant’s resignation, death, Disability or Termination for Cause, Share Units that have not Vested prior to such Termination, including dividend equivalent Share Units in respect of such Share Units, shall not Vest and all such Share Units shall be forfeited immediately. The Participant shall have no further entitlement to Share Units following their date of Termination, other than to receive cash or Shares in respect of Vested Share Units in accordance with Section 15.2 of the Plan, and waives any claim to damages in respect thereof whether related or attributable to any contractual or common law termination entitlements or otherwise. In the event the Participant’s employment is Terminated due to the Participant’s Termination without Cause, Share Units that have not Vested prior to such Termination, including dividend equivalent Share Units in respect of such Share Units, shall Vest, consistent with the other terms of this Agreement.

3. Settlement of Granted Share Units

3.1 Vested Share Units shall be settled in Shares and/or cash, as determined by the board of directors of the Corporation in its discretion, upon or as soon as practicable following Vesting, in accordance with Section 15.2 of the Plan, subject to payment or other satisfaction of all related withholding obligations in accordance with Section 4, but and in no event later than 30 days after the Vesting Date.

3.2 For greater certainty, no payment or other compensation shall be provided to any person in respect of any Share Units that are forfeited by the Participant or otherwise do not become Vested Share Units, or on account of damages relating to any such Share Units.

4. Tax

The Corporation or a Subsidiary of the Corporation may withhold from any amount payable to the Participant (or his or her Beneficiary) under the Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation or the subsidiary of the Corporation, as applicable, will be able to comply with the applicable provisions of any federal, provincial, state or other law relating to the withholding of tax or other required deductions. Participant shall have the right in its discretion to satisfy any such liability for withholding by requiring the Corporation to sell Shares which would otherwise be delivered to the Participant hereunder. The Corporation may require the Participant (or his or her Beneficiary), as a condition to the settlement of any Vested Share Units, to pay or reimburse, or to indemnify the Corporation or a subsidiary of the Corporation for any such withholding relating to the settlement of the Vested Share Units.

5. Employment Agreement

To the extent that there is a conflict between the terms and conditions of this Grant Agreement and the Participant’s employment or services agreement with the Corporation or a Subsidiary (the “Employment Agreement”) in respect of the Vesting or settlement of the Granted Share Units, the terms and conditions of the Employment Agreement shall prevail.

6. Personal Information

You consent to the holding and processing of personal data provided by you to the Corporation or its Subsidiary, your employer or to any third party service provider or trustee for all purposes relating to the operation of the Plan, including (i) administering and maintaining records with respect to you; (ii) providing information to the Corporation, a Subsidiary, an affiliate or any of their respective agents and any third party trustee or administrator of the Plan; (iii) providing information to future purchasers of the Corporation, any Subsidiary, any affiliate or the business in which you work; and (iv) transferring information about you to a country or territory outside your home country that may not provide the same statutory protection for the information as your home country.

7. Miscellaneous

a. Restrictions . Subject to any exceptions set forth in this Grant Agreement or the Plan, until such time as the Share Units are settled in accordance with Section 3, the Share Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Share Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Share Units will be forfeited by the Participant and all of the Participant's rights to such units shall immediately terminate without any payment or consideration by the Corporation.

b. No Right to Continued Service . Neither the Plan nor this Grant Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Corporation. Further, nothing in the Plan or this Grant Agreement shall be construed to limit the discretion of the Corporation to terminate the Participant's service at any time, with or without Cause.

c. Compliance with Law . This Grant Agreement shall be subject to compliance by the Corporation and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Corporation's Shares may be listed.

d. Notice . Any notice required or permitted to be given hereunder shall be given in accordance with, and subject to, the provisions of the Plan.

e. Governing Law . This Grant Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

f. Interpretation . Any dispute regarding the interpretation of this Grant Agreement shall be submitted by the Participant or the Corporation to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Participant and the Corporation.

g. Successors and Assigns . The Corporation may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Corporation. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators and the person(s) to whom the Share Units may be transferred by will or the laws of descent or distribution.

h. Severability . The invalidity or unenforceability of any provision of the Plan or this Grant Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement shall be severable and enforceable to the extent permitted by law.

i. Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Corporation at any time, in its discretion. The Board has the right to amend, alter, suspend, discontinue or cancel the Share Units, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's material rights under this Grant Agreement without the Participant's consent. The grant of the Share Units in this Grant Agreement does not create any contractual right or other right to receive any Share Units or other awards in the future. Future awards, if any, will be at the sole discretion of the Corporation.

j. Section 409A . This Grant Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Grant Agreement comply with Section 409A of the Code and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

k. No Impact on Other Benefits . The value of the Participant's Share Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

l. Participant’s Representations . In the event the Shares have not been registered under the Securities Act at the time any vested portion of the Share Units is paid to the Participant, the Participant shall, if required by the Corporation, concurrently with the receipt of all or any portion of this RSU award, deliver to the Corporation his or her Investment Representation Statement in the form provided by the Corporation.

m. Counterparts . This Grant Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Grant Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

8. Acceptance

If you agree to accept the grant of Share Units described above, subject to all of the terms and conditions of the Plan and this Grant Agreement, please sign one copy of this letter and return it to [ COMMUNITY TAX CONTACT]

NextPoint Financial Inc.

Per: Name: Title:

I have received a copy of the Plan and agree to comply with, and agree that my participation is subject in all respects to, its terms and conditions and the terms and conditions of this Grant Agreement. I also confirm and acknowledge that: (a) my participation in the Plan is voluntary and not a condition of employment with the Corporation or a Subsidiary of the Corporation; and (b) I have not been induced to enter into this Grant Agreement by expectation of employment or continued service with the Corporation or a Subsidiary of the Corporation.

(Signature)

(Date) Address Address

EXHIBIT H

RESTRICTIVE COVENANT AGREEMENT

[See attached]

RESTRICTIVE COVENANT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of December 30, 2021 (the “ Effective Date ”), by and among CTAX Acquisition LLC, a Delaware limited liability company (“ Buyer ”), Community Tax LLC, an Illinois limited liability company (the “ Company ”), and Adam Dayan (the “ Restricted Party ”).

RECITALS

A. Buyer, the Company and Sellers entered into a Membership Interest Purchase Agreement, dated as of December 30, 2021 (the “ Purchase Agreement ”), pursuant to which Buyer is purchasing all of the membership interests in the Company from the Sellers (the “ Transaction ”);

B. The Restricted Party is an Affiliate of a Seller who will benefit directly from the Transaction, and as an inducement to Buyer to consummate the transactions contemplated by the Purchase Agreement, Buyer, the Company and the Restricted Party have agreed to enter into this Agreement; and

C. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Confidentiality .

(a) From and after the Closing, the Restricted Party shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to inform its or their respective Representatives to hold, in confidence any and all proprietary, confidential or non-public information, whether written or oral, concerning the Company, except to the extent that the Restricted Party can show that such information (a) is generally available to and known by the public through no fault of the Restricted Party, any of its Affiliates or their respective Representatives; (b) is lawfully acquired by the Restricted Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (c) is required to be disclosed by judicial, regulatory or administrative process or by other requirements of Law; or (d) is reasonably necessary to be disclosed to Representatives or other advisors in the ordinary course of business, for the purposes of obtaining professional advice, counsel or defense or in the exercise of rights or obligations under the Purchase Agreement, this Agreement or any Ancillary Document.

(b) If the Restricted Party or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial, regulatory or

administrative process or by other requirements of Law, to the extent permitted by such judicial, regulatory or administrative process or other requirements of Law, the Restricted Party shall promptly notify Buyer in writing and shall disclose only that portion of such information which the Restricted Party is advised by its counsel is required to be disclosed; provided that the Restricted Party shall use commercially reasonable efforts to obtain an appropriate protective order (at Buyer’s sole cost and expense) or other reasonable assurance that confidential treatment will be accorded such information.

2. Non-Competition; Non-Solicitation

(a) For a period of three (3) years commencing on the Closing Date (the “ NonCompete Period ”), the Restricted Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Restricted Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Restricted Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person.

(i) For the purposes of this Agreement, the “ Restricted Business ” means the provision of tax resolution services and tax-resolution related tax preparation services, but expressly excluding bookkeeping, accounting, business advisory services and tax preparation ancillary to the foregoing, and such other services provided by FinancePal Business Services, LLC (“FinPal”) as of the date hereof that are not the provision of tax resolution services and tax-resolution related tax preparation services.

(ii) For the purposes of this Agreement, the “ Territory ” means the United States, including Puerto Rico and all other United States territories.

(b) For a period of two (2) years commencing on the Closing Date (the “ NonSolicit Period ”), the Restricted Party shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 2(b) shall prevent the Restricted Party or any of its Affiliates from hiring (i) any employee who responds to a general advertisement not targeted at employees or consultants of the Company, (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee, (iii) any former employee or consultant of the Company not employed by the Company as of the Closing Date, or (iv) any employee or consultant of

the Company separated in a reduction in force during the Non-Solicit Period or whose employment has been otherwise terminated by the Company or Buyer during the NonSolicit Period.

(c) During the Non-Compete Period, the Restricted Party shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice any client or potential clients or customers of the Company for the express purposes of diverting their business or services from the Company. Notwithstanding the foregoing, neither (i) FinPal’s existing relationship with clients or customers of the Company who are also a client or customer of FinPal as of the date of this Agreement nor (ii) any relationship with a client or customer of the Company referred to FinPal by the Company for a referral fee at any time during the Non-Compete Period (so long as such relationship is limited to those matters for which FinPal received a referral fee), shall be deemed a violation of this Section 2(c).

(d) The Restricted Party acknowledges that a breach or threatened breach of this Section 2 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Restricted Party of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

(e) The Restricted Party acknowledges that the restrictions contained in this Section 2 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into the Purchase Agreement and consummate the transactions contemplated by the Purchase Agreement.

Representations . The Restricted Party represents and warrants to Buyer and the Companies that: (a) the execution, delivery and performance of this Agreement by the Restricted Party do not and will not conflict with, breach, violate or cause a default under any Contract or Governmental Order to which the Restricted Party is a party or is otherwise bound; and (b) upon the execution and delivery of this Agreement by Buyer and the Company, this Agreement will be the valid and binding obligation of the Restricted Party, enforceable in accordance with its terms.
Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3[rd] ) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4)

(a) If to Buyer:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

(b) If to the Company:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

(c) If to the Restricted Party:

Adam Dayan [ Redacted – Personal Information ] with a copy to (which shall not constitute notice):

Benesch, Friedlander, Coplan & Aronoff, LLP 200 Public Square, Suite 2300 Cleveland, OH 44114-2378 Email: [email protected]; [email protected] Attention: Jennifer L. Stapleton; Sarah M. Hesse

Severability . In the event that any term, provision or covenant contained in this Agreement should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such term, provision or covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Agreement and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Entire Agreement . This Agreement and the Purchase Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Purchase Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of the Purchase Agreement will control.
Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that prior to the Closing Date, Buyer may, without the consent of Restricted Party, assign all or any portion of its rights under this Agreement to its lender for collateral purposes. No assignment shall relieve the assigning party of any of its obligations hereunder.
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

Amendment and Waiver . This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power, or privilege.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be executed on the day and year first above written.

BUYER:

CTAX ACQUISITION LLC

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By:
Name:
Title:
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COMPANY:
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COMMUNITY TAX LLC

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By:
Name:
Title:
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[ Signature Page to Restrictive Covenant Agreement ]

RESTRICTED PARTY:

Name: Adam Dayan

[ Signature Page to Restrictive Covenant Agreement ]

RESTRICTIVE COVENANT AGREEMENT

RECITALS

C. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

STATEMENT OF AGREEMENT

1. Confidentiality .

(b) If the Restricted Party or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial, regulatory or

2. Non-Competition; Non-Solicitation

(ii) For the purposes of this Agreement, the “ Territory ” means the United States, including Puerto Rico and all other United States territories.

the Company separated in a reduction in force during the Non-Solicit Period or whose employment has been otherwise terminated by the Company or Buyer during the NonSolicit Period.

Representations . The Restricted Party represents and warrants to Buyer and the Companies that: (a) the execution, delivery and performance of this Agreement by the Restricted Party do not and will not conflict with, breach, violate or cause a default under any Contract or Governmental Order to which the Restricted Party is a party or is otherwise bound; and (b) upon the execution and delivery of this Agreement by Buyer and the Company, this Agreement will be the valid and binding obligation of the Restricted Party, enforceable in accordance with its terms.
Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3[rd] ) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4)

(a) If to Buyer:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

(b) If to the Company:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

B. Jacob Dayan [ Redacted – Personal Information ] with a copy to (which shall not constitute notice):

Benesch, Friedlander, Coplan & Aronoff, LLP 200 Public Square, Suite 2300

Cleveland, OH 44114-2378 Email: [email protected]; [email protected] Attention: Jennifer L. Stapleton; Sarah M. Hesse

Severability . In the event that any term, provision or covenant contained in this Agreement should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such term, provision or covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Agreement and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Entire Agreement . This Agreement and the Purchase Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Purchase Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of the Purchase Agreement will control.
Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that prior to the Closing Date, Buyer may, without the consent of Restricted Party, assign all or any portion of its rights under this Agreement to its lender for collateral purposes. No assignment shall relieve the assigning party of any of its obligations hereunder.

10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

Amendment and Waiver . This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be executed on the day and year first above written.

BUYER:

CTAX ACQUISITION LLC

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By:
Name:
Title:
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----- Start of picture text -----

COMPANY:
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COMMUNITY TAX LLC

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By:
Name:
Title:
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[ Signature Page to Restrictive Covenant Agreement ]

RESTRICTED PARTY:

Name: B. Jacob Dayan

[ Signature Page to Restrictive Covenant Agreement ]

RESTRICTIVE COVENANT AGREEMENT

RECITALS

C. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

STATEMENT OF AGREEMENT

1. Confidentiality .

(b) If the Restricted Party or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial, regulatory or

2. Non-Competition; Non-Solicitation

(ii) For the purposes of this Agreement, the “ Territory ” means the United States, including Puerto Rico and all other United States territories.

the Company separated in a reduction in force during the Non-Solicit Period or whose employment has been otherwise terminated by the Company or Buyer during the NonSolicit Period.

Representations . The Restricted Party represents and warrants to Buyer and the Companies that: (a) the execution, delivery and performance of this Agreement by the Restricted Party do not and will not conflict with, breach, violate or cause a default under any Contract or Governmental Order to which the Restricted Party is a party or is otherwise bound; and (b) upon the execution and delivery of this Agreement by Buyer and the Company, this Agreement will be the valid and binding obligation of the Restricted Party, enforceable in accordance with its terms.
Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3[rd] ) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4)

(a) If to Buyer:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

(b) If to the Company:

500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Michael Piper, CFO

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

Brown Rudnick LLP 7 Times Square, 47th Floor New York, NY 10036 Email: [email protected] Attention: Todd Emmerman Email: [email protected] Attention: Jonathan Fitzsimons

(c) If to the Restricted Party:

Nick Chaveron [ Redacted – Personal Information ]

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

Benesch, Friedlander, Coplan & Aronoff, LLP 200 Public Square, Suite 2300

Cleveland, OH 44114-2378 Email: [email protected]; [email protected]

Attention: Jennifer L. Stapleton; Sarah M. Hesse

Severability . In the event that any term, provision or covenant contained in this Agreement should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such term, provision or covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Agreement and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Entire Agreement . This Agreement and the Purchase Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Purchase Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of the Purchase Agreement will control.
Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that prior to the Closing Date, Buyer may, without the consent of Restricted Party, assign all or any portion of its rights under this Agreement to its lender for collateral purposes. No assignment shall relieve the assigning party of any of its obligations hereunder.

10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

Amendment and Waiver . This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be executed on the day and year first above written.

BUYER:

CTAX ACQUISITION LLC

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By:
Name:
Title:
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COMPANY:

COMMUNITY TAX LLC

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----- Start of picture text -----

By:
Name:
Title:
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[ Signature Page to Restrictive Covenant Agreement ]

RESTRICTED PARTY:

Name: Nick Chaveron

[ Signature Page to Restrictive Covenant Agreement ]

EXHIBIT I

DTC ESCROW AGREEMENT

[See attached]

ESCROW AGREEMENT

Escrow Agreement dated as of the effective date (the “ Effective Date ”) set forth on schedule 1 attached hereto (“ Schedule 1 ”) by and among the purchaser identified on Schedule 1 (the “ Purchaser ”), the sellers’ representative identified on Schedule 1 (the “ Sellers’ Representative ”) and Delaware Trust Company, as escrow agent hereunder (the “ Escrow Agent ”).

WHEREAS , the Purchase and Sellers’ Representative have agreed to deposit in escrow certain funds and assets and wish such deposit to be subject to the terms and conditions set forth herein.

WHEREAS , the Purchaser, the Sellers’ Representative and the members of Community Tax LLC, an Illinois limited liability company (the “ Company ”) are parties to that certain Membership Interest Purchase Agreement, (the “ Purchase Agreement ”), dated as of the Effective Date, pursuant to which the Escrow Deposit (as defined herein) is being deposited with Escrow Agent in escrow as the Purchase Price Adjustment Escrow Amount (as defined in the Purchase Agreement) in accordance with to the Purchase Agreement in order assure the retention of the goodwill and going concern value of the Company. Capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement, although the Escrow Agent shall not have any obligation to understand or ascertain the meaning of any capitalized terms not entirely defined in this Agreement.

NOW THEREFORE , in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Appointment. The Purchaser and Sellers’ Representative hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.
Escrow Fund. Simultaneous with the execution and delivery of this Escrow Agreement, the Sellers’ Representative is depositing with the Escrow Agent the sum indicated as the escrow deposit on Schedule 1 (the “ Escrow Deposit ”). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the “ Escrow Fund ”) as directed in Section 3.
Investment of Escrow Fund. During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Purchaser and the Sellers’ Representative and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to Purchaser and Sellers’ Representative reflecting transactions executed on behalf of the Escrow Fund. The Purchaser and Sellers’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without

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any additional cost. Should any party hereto opt to receive monthly statements electronically through the Escrow Agent’s online service, such party hereby agrees that it shall have no further right under this Agreement to receive hard copy statements via regular mail. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

Disposition and Termination. The Escrow Agent shall deliver the Escrow Fund upon, and pursuant to, the joint written instructions of Purchaser and Sellers’ Representative delivered in accordance with Section 2.05(d) of the Purchase Agreement. Upon delivery of the Escrow Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.
Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (including the Purchase Agreement) other than this Escrow Agreement. The Escrow Agent may rely reasonably upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it (upon reasonably inquiry) to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Purchaser or Sellers’ Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits).

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Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 10 Business Days (as defined below) advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any out-of-pocket costs and expenses actually incurred by the Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated shall be the Escrow Agent under this Escrow Agreement without further act.
Fees . The Purchaser and Sellers’ Representative agree jointly and severally to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 1 attached hereto, and (ii) reimburse the Escrow Agent upon request for all out-of-pocket expenses, disbursements and advances, including reasonable attorney’s fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement.
Indemnity. The Purchaser and the Sellers’ Representative shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the “indemnitees”) from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of the Escrow Agent, or (ii) its following any instructions or other directions from the Purchaser or the Sellers’ Representative, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. The parties hereby grant the Escrow Agent a right of set-off against the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.
TINs. The Purchaser and the Sellers’ Representative each represent that its correct Taxpayer Identification Number (“ TIN ”) assigned by the Internal Revenue Service or any other taxing authority is set forth in Schedule 1. All interest or other income earned under the Escrow Agreement shall be allocated to the Sellers’ Representative and reported, to the extent required by law, by the Escrow Agent to the IRS or any other taxing authority, as applicable, on IRS form 1099-INT, 1099-DIV or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Sellers’ Representative whether or not said income has been distributed during the year. Unless otherwise indicated in writing by the Parties hereto, no taxes or other withholdings are required to be made under applicable law or otherwise with respect to any payment to be made by Escrow Agent. All documentation necessary to support a claim of exemption or reduction in such taxes or other withholdings has been timely collected by Sellers’ Representative and copies will be provided to Escrow Agent promptly upon a request therefor. Unless otherwise agreed to in writing by Escrow Agent, all tax returns required to be filed with the IRS and any other taxing

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authority as required by law with respect to payments made hereunder shall be timely filed and prepared by Sellers’ Representative including but not limited to any applicable reporting or withholding pursuant to the Foreign Account Tax Compliance Act (“ FATCA ”). The parties hereto acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FATCA reporting with respect to the Escrow Fund.

Notices. All communications hereunder shall be in writing and shall be deemed to be duly given and received:

(i) upon delivery if delivered personally or upon confirmed transmittal if by electronic mail;

(ii) on the next Business Day if sent by overnight courier; or

(iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 10, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. “ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized or required by law or executive order to remain closed.

Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto (“ Schedule 2 ”), and the Escrow Agent may rely upon the confirmation of anyone reasonably purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser or the Sellers’ Representative to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.

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Miscellaneous. The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in part by any party, except as provided in Section 6, without the prior consent of the other parties. This Escrow Agreement shall be governed by and construed under the laws of the State of Delaware. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of Delaware. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Patriot Act Compliance . In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“ CIP ”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Escrow Agent must obtain, verify and record information that allows the Escrow Agent to identify customers (“ Applicable Law ”), the Escrow Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Escrow Agent. Accordingly, each party hereto agrees to provide to the Escrow Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable Law, including, but not limited to, information as to name, physical address, tax identification number and other information that will help the Escrow Agent to identify and verify such Interested Party such as organizational documents, certificates of good standing (where applicable), licenses to do business or other pertinent identifying information. Each party hereto understands and agrees that the Escrow Agent cannot open the Escrow Account unless and until the Escrow Agent verifies the identities of the parties hereto in accordance with its CIP.

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IN WITNESS WHEREOF , the parties hereto have executed this Escrow Agreement as of the date set forth in Schedule 1.

Delaware Trust Company as Escrow Agent

By: Name: Title:

PURCHASER:

CTAX ACQUISITION LLC

By: Name: Title:

SELLERS’ REPRESENTATIVE

By: Name: B. Jacob Dayan

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Schedule 2

Telephone Number(s) for Call-Backs and Person(s) Designated to Confirm Funds Transfer Instructions

If to Purchaser:

Name

Ghazi Dakik

Telephone Number [Intentionally Omitted.]

If to Seller’s Representative:

Name

Telephone Number

B. Jacob Dayan

Telephone call-backs may be made to both Purchaser and Sellers’ Representative if joint instructions are required pursuant to this Escrow Agreement.

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EXHIBIT J

TSX ESCROW AGREEMENT

[See attached]

SECURITY ESCROW AGENCY AGREEMENT

THIS AGREEMENT is made as of the 30th day of December, 2021.

B E T W E E N:

TSX TRUST COMPANY , a company existing under the laws of Canada (the “ Escrow Agent ”)

and -

NEXTPOINT FINANCIAL INC. , a company incorporated under the laws of the Province of British Columbia (the “ Company ”)

and -

B. Jacob Dayan (the “ Sellers’ Representative ”), representing each of the securityholders identified in Schedule “A” of this Agreement (each a “ Security Holder ” and collectively the “ Security Holders ”)

WHEREAS the Company, the Sellers’ Representative and the Security Holders, each being a member of Community Tax LLC, an Illinois limited liability company (“ CTAX ”), are parties to that certain Membership Interest Purchase Agreement, (the “ Purchase Agreement ”), dated as of the date hereof, pursuant to which the Securities (as defined herein) is being deposited with Escrow Agent in escrow as the Indemnification Escrow Amount (as defined in the Purchase Agreement) in accordance with to the Purchase Agreement in order assure the retention of the goodwill and going concern value of CTAX.

WHEREAS the foregoing statements of fact and recitals are made by the parties hereto other than the Escrow Agent;

AND WHEREAS the Escrow Agent is willing to act as the escrow agent hereunder and to hold, administer and distribute the securities deposited with it in accordance with the terms of this Agreement.

NOW THEREFORE in consideration of the foregoing and the representations, warranties, covenants and conditions contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties each intending to be legally bound, agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions. The terms used herein shall have the following meanings:

(a) “ Affiliate ” means affiliated companies within the meaning of the Business Corporation Act (Ontario) (“ OBCA ”);
(b) “ Agreement ”, “this Agreement”, “the Agreement”, and similar expressions mean this escrow agreement;
(c) “ Business Day ” means each day other than a Saturday, Sunday, a statutory holiday in New York, New York and Toronto, Ontario or any day on which the principal chartered banks located in New York, New York and Toronto, Ontario are not open for business during normal banking hours.

1.2 Number and Gender.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3 Interpretation not Affected by Headings.

The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Time of the Essence.

Time shall be of the essence in all respects in this Agreement.

1.5 Force Majeure

No party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics or pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this section.

ARTICLE TWO ESCROW PROVISIONS

2.1 Appointment of Escrow Agent.

The Company and the Sellers’ Representative hereby appoint the Escrow Agent to serve as escrow agent and the Escrow Agent hereby agrees to act as escrow agent in accordance with the terms of this Agreement.

2.2 Delivery into Escrow.

The Company will provide a treasury direction to issue the Securities and the Representative on behalf of each of the Security Holders hereby places and deposits in escrow those of their securities of the Company which are represented by a book or

electronic position as described or referred to in Schedule “A” hereto (the “ Securities ”), with the Escrow Agent and hereby undertakes and agrees forthwith to deliver those Securities (including any replacement securities if and when such are issued or allotted) to the Escrow Agent for deposit in escrow.

The Escrow Agent shall have no liability or responsibility for any property until it is in fact received by the Escrow Agent.

2.3 Holding of Securities.

The Securities, when delivered, will be held by the Escrow Agent in the name of the Security Holder and dealt with in accordance with the provisions of this Agreement.

The parties hereby agree that the Securities and the beneficial ownership of or any interest in them (including any replacement securities) shall not be sold, assigned, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise in any manner dealt with except as may be required by reason of the death or bankruptcy of any Security Holder, in which cases the Escrow Agent shall hold the said Securities subject to this agreement, for whatever person, firm or corporation shall be legally entitled to be or become the registered owner thereof, provided such person, firm or corporation shall agree to be bound by the terms of this agreement.

2.4 Release of Securities.

The Sellers’ Representative hereby directs the Escrow Agent to retain the Securities (including any replacement securities) representing the same and not to do or cause anything to be done to release the same from escrow or to allow any transfer, hypothecation or alienation thereof.

The Securities shall be released or cancelled as follows:

(a) within three (3) Business Days of receipt of (and in accordance with) joint written instructions executed by Sellers’ Representative and the Company (a “ Joint Written Instruction ”) and other administrative transfer documentation and instruction typically required by the Escrow Agent, acting reasonably, such number of Securities to each Security Holder as set forth in the Joint Written Instruction or to be cancelled as set forth in the Joint Written Instruction;

(b) absent any Joint Written Instruction to the contrary, within three (3) Business Days following December 30, 2022, and upon the receipt other administrative transfer documentation and instruction typically required by the Escrow Agent, acting reasonably, the full amount of Securities (and all dividends thereon) in Escrow Agent’s possession as of such date to the Sellers’ Representative (on behalf of the Security Holders) to an account or accounts designated in writing by the Sellers’ Representative; or

(c) upon delivery to Escrow Agent of (and in accordance with) a final, non-appealable court order from a court of competent jurisdiction directing Escrow Agent to release the Securities.

2.5 Dividends

If during the period in which any of the said Securities are retained in escrow pursuant hereto, any dividend is received by the Escrow Agent in respect of the Securities, any such dividend shall be held in escrow in a non-interest bearing account and distributed as

and when the Securities to which they relate are distributed (and if cancelled, returned to the Company) as set forth in the Joint Written Instruction or a final, non-appealable court order from a court of competent jurisdiction.

2.6 Voting Rights

All voting rights attached to the Securities shall at all times be exercised by Sellers’ Representative.

ARTICLE THREE RIGHTS AND DUTIES OF THE ESCROW AGENT

3.1 Rights and Duties of Escrow Agent.

The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted excepting only direct loss caused by its own gross negligence, wilful misconduct, fraud or bad faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall the liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed the amount of the annual fee for acting as escrow agent hereunder.

3.2 Experts and Advisers.

The Escrow Agent may appoint such agents and employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties and determining its duties, obligations and rights hereunder and may pay reasonable remuneration for all services performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct on the part of any of them. The Company shall pay or reimburse the Escrow Agent for any reasonable, documented out-of-pocket fees, expenses and disbursements of such counsel, advisors, agents or other experts.

3.3 Reliance on Experts.

(a) The Escrow Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any agent, counsel, accountant, engineer, appraiser or other expert or adviser, retained or employed by the parties hereto or the Escrow Agent, in relation to any matter arising in the performance of its duties under this Agreement.

(b) The Escrow Agent may act and rely, and shall be protected in reasonably acting and relying, upon any judgment, order, notice, demand, direction, instruction, certificate or other instrument, paper or document which may be submitted to it in connection with its duties hereunder and the directions incorporated therein and which is believed by the Escrow Agent to be genuine and signed or presented by the proper person(s), not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. The Escrow Agent shall in no way be bound to call for further evidence (whether as to due execution, validity or effectiveness, or the jurisdiction of any court, or as to the truth of any fact), and shall not be responsible for any loss that may be occasioned by its

failing to do so. The Escrow Agent shall have the right not to act and shall not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment by the Escrow Agent.

3.4 Indemnity.

(a) Other than with respect to amounts owed pursuant to Section 3.5 hereof, in addition to and without limiting any other protection of the Escrow Agent hereunder or otherwise by law, the Company and the Sellers’ Representative (jointly and severally) agree to indemnify and hold harmless the Escrow Agent and its officers, directors, employees and agents and former officers, directors, employees, and agents harmless from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed on, incurred by or asserted against the Escrow Agent, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Escrow Agent in connection with its acting as Escrow Agent hereunder unless arising from the gross negligence, wilful misconduct or bad faith on the part of the Escrow Agent. Notwithstanding any other provision hereof, this indemnity shall survive the removal or resignation of the Escrow Agent and the termination of this Agreement.

(b) In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Securities, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto or from a third person with respect to any matter arising pursuant to this Agreement which, in its opinion, are in conflict with any provision of this Agreement, it shall be entitled to refrain from taking any action authorized and directed hereunder, and in so doing, the Escrow Agent shall not be or become liable in any way to the parties hereto for its failure or refusal to comply with such claims or demands, until it shall be authorized or directed in writing by the parties hereto. None of the provisions contained in this Agreement or any supplement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in performing its duties or in the exercise of any of its rights or powers.

3.5 Remuneration.

The Company agrees to pay the Escrow Agent’s fees in full and in advance, as agreed between the Escrow Agent and the Company, for its services hereunder and shall pay or reimburse the Escrow Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in the administration of its duties hereunder (including, without limitation, legal fees and expenses and the reasonable compensation and disbursements of all other advisers, agents and assistants not regularly in its employ). The parties hereto further agree that any residual fees or expenses incurred by the Escrow Agent after termination of the Agreement will be reimbursed by the Company. The parties hereto agree that if the payment of any of the Escrow Agent’s fees, expenses and disbursements are in arrears then the Escrow Agent has the right to withhold the full or partial release of any Securities until such fees and/or expenses are paid in full.

3.6 Validity of Certificates, etc.

(a) The Escrow Agent shall be protected in reasonably acting and relying upon any notice, request, waiver, consent, receipt, direction, instruction (including a Joint Written Instruction), affidavit or other paper, writing or document (collectively referred to as “ Documents ”) furnished to it and purporting to have been executed or issued by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

(b) The Escrow Agent shall have the right not to act and shall not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment of the Escrow Agent.

3.7 Anti-Money Laundering.

(a) Each party to this Agreement (in this paragraph referred to as a “representing party”), other than the Escrow Agent, hereby represents to the Escrow Agent that any account to be opened by, or interest to be held by, the Escrow Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party, or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Escrow Agent a declaration, in the Escrow Agent’s prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

(b) The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Escrow Agreement has resulted in its being in noncompliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the parties hereto provided: (i) that the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.

3.8 Resignation and Replacement of the Escrow Agent. The Escrow Agent may resign and be discharged from all further duties and obligations hereunder by giving to the parties hereto thirty (30) days' written notice or such shorter notice period as may be agreed between the parties hereto and the Escrow Agent. In the event of the Escrow Agent resigning, the Company and the Seller’s Representative shall forthwith appoint a new escrow agent. Any new escrow agent appointed pursuant to the provisions of the section shall be a corporation authorized to carry on the business of an escrow agent in the Province of Ontario. On any new appointment, the new escrow agent shall be vested with the same powers, rights, duties and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed. The Escrow Agent, upon receipt of payment for any outstanding amounts for its

services and expenses then unpaid, shall transfer, deliver and pay over to such successor escrow agent, who shall be entitled to receive, all cash and property on deposit with such predecessor hereunder.

3.9 Merger or Amalgamation of Escrow Agent.

This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties hereto. Notwithstanding the foregoing, any corporation into or with which the Escrow Agent may be merged, consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred or any corporation resulting therefrom, or any corporation succeeding to the trust business of the Escrow Agent, shall be the successor to the Escrow Agent hereunder without any further act on the Escrow Agent’s part or any of the parties hereto.

3.10 Escrow Agent Not a Trustee.

No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

3.11 Entire Agreement.

This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into the agreement against the Escrow Agent, including any agreement referred to in this Agreement to which the Escrow Agent is not a party.

ARTICLE FOUR GENERAL

4.1 Notice.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e- mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.1):

if to the Company

NextPoint Financial Inc. 500 Grapevine HWY, Suite 402, Hurst, TX 76054 Email: [email protected] Attention: Chief Legal Officer

if to the Escrow Agent: TSX Trust Company 301 – 100 Adelaide Street West Toronto, Ontario M5H 4H1 Attention: Vice President, Trust Services Email: [email protected]

if to Sellers’ Representative or a Security Holder: B. Jacob Dayan [ Redacted – Personal Information ]

4.2 Delivery .

Notices given pursuant to this Article 4 may be sent by personal delivery (including courier) during business hours or may be sent by ordinary mail or email. Such notice shall be deemed to have been delivered at the time of personal delivery, or on the fifth (5th) Business Day following the day of mailing (unless delivery by mail is likely to be delayed by strike or slowdown of postal workers, in which case it shall be deemed to have been given when it would be delivered in the ordinary course of the mail allowing for such strike or slowdown), or if sent by email, on the day of receipt if sent before 3 p.m. (local time of the recipient) on a Business Day, or on the next Business Day if sent after 3 p.m. or not on a Business Day. Any party may change its address by giving notice to the other parties in the manner set forth in this Article.

4.3 Representation.

Each party represents that it has the power and authority to enter into and perform its obligations under this Agreement, that the person or persons signing this Agreement on behalf of the named party are properly authorized and empowered to sign it and that the Agreement is valid and binding on the party and enforceable against the party in accordance with its terms.

4.4 Severability.

If any provision of this Agreement or portion thereof or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable: (a) the remainder of this Agreement or the application of such provision or portion thereof to any other person or circumstance shall not be affected thereby; and (b) the parties will negotiate in good faith to amend this Agreement to implement the intentions set forth in this Agreement. Each provision of this Agreement shall be legal, valid and enforceable to the fullest extent permitted by law.

4.5 Currency.

All amounts stated herein are expressed in Canadian dollars.

4.6 Amendment.

No provision of this Agreement shall be deemed waived, amended or modified by any party unless such waiver, amendment or modification is in writing and signed by the parties hereto.

4.7 Counterparts.

This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission or in PDF format delivered by email. Each counterpart, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4.8 Successors and Assigns.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as may be otherwise specifically provided herein, no assignment shall be made of this Agreement without the prior written consent of the parties hereto.

4.9 Governing Law.

This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and any actions, proceedings, claims or disputes regarding it shall be resolved by the courts in that province.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first set forth above by their duly authorized signing officers.

NEXTPOINT FINANCIAL INC. TSX TRUST COMPANY

By: By: Name: Brent Turner Name: Title: Chief Executive Officer Title By: Name: Title

SELLERS’ REPRESENTATIVE

By: Name: B. Jacob Dayan

AI assistant

NextPoint Financial Inc. — M&A Activity 2022

47928_rns_2022-01-07_4e6b6ec7-aedb-4e25-98c8-3ec50f363ad6.pdf

MEMBERSHIP INTEREST PURCHASE AGREEMENT

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

MEMBERSHIP INTEREST PURCHASE AGREEMENT

RECITALS

ARTICLE II PURCHASE AND SALE

Section 2.03 Purchase Price Allocation.

Section 2.04 Transactions to be Effected at the Closing.

Section 2.05 Purchase Price Adjustment.

(a) Closing Adjustment.

(c) Examination and Review.

Section 2.06 Buyer Share Issuances.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS

Section 3.03 Capitalization.

Section 3.07 Undisclosed Liabilities .

Section 3.09 Material Contracts.

Section 3.10 Title to Assets; Real Property.

Section 3.12 Intellectual Property.

Section 3.15 Legal Proceedings; Governmental Orders.

Section 3.16 Compliance With Laws; Permits.

Section 3.17 Environmental Matters.

Section 3.18 Employee Benefit Matters.

Section 3.19 Employment Matters.

(e) [Intentionally omitted.]

Section 3.22 [Intentionally Omitted.]

Section 3.23 Securities Law Matters.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

Section 4.05 Capitalization.

Section 4.06 Financial Statements.

Section 4.07 Securities Laws Matters.

Section 4.09 Compliance With Laws.

ARTICLE V COVENANTS

Section 5.01 Employee Matters.

Section 5.02 Intentionally Omitted.

Section 5.06 Indemnification, Exculpation, and Insurance.

ARTICLE VI TAX MATTERS

Section 6.01 Tax Covenants.

(c) Tax Returns

Section 6.03 [Intentionally Omitted]

ARTICLE VII CLOSING DELIVERIES

Section 8.06 Payments; Indemnification Escrow Fund.

ARTICLE IX INTENTIONALLY OMITTED

ARTICLE X MISCELLANEOUS

Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

SELLERS:

VELOCITY EQUITY LP

BRADLEY JACOB DAYAN LIVING TRUST

ADAM DAYAN LIVING TRUST

SELLERS’ REPRESENTATIVE:

BUYER:

CTAX ACQUISITION LLC

EXHIBIT A

J. DAYAN EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

W I T N E S S E T H:

2. Duties and Responsibilities.

3. Compensation and Benefits.

4. Termination of Employment.

5. Payments upon Certain Terminations.

6. Proprietary Information.

8. Miscellaneous.

EXHIBIT B

Form of Release

1. Release.

EXHIBIT B

N. CHARVERON EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

W I T N E S S E T H:

2. Duties and Responsibilities.

3. Compensation and Benefits.

4. Termination of Employment.

5. Payments upon Certain Terminations.

6. Proprietary Information.

8. Miscellaneous.

EXHIBIT B

Form of Release

NextPoint Financial Inc. M&A Activity 2022