STOCK PURCHASE AGREEMENT by and among The J.G. Wentworth Company, WestStar Mortgage, Inc., Walter F. Jones, Kathleen Murphy-Zimpel and Roger W. Jones Dated as of March 6, 2015

Exhibit 2.1

Annex A

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

The ▇.▇. ▇▇▇▇▇▇▇▇▇ Company,

WestStar Mortgage, Inc.,

▇▇▇▇▇▇ ▇. ▇▇▇▇▇,

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇

and

▇▇▇▇▇ ▇. ▇▇▇▇▇

Dated as of March 6, 2015

TABLE OF CONTENTS

A-i

A-ii

LIST OF EXHIBITS

A-iii

LIST OF DISCLOSURE SCHEDULES

Company Disclosure Schedules

Sellers Disclosure Schedules

Buyer Disclosure Schedules

A-iv

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of March 6, 2015 (this “Agreement”), is by and among WestStar Mortgage, Inc., a Virginia corporation (“Company”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (each a “Seller” and collectively “Sellers”) and The ▇.▇. ▇▇▇▇▇▇▇▇▇ Company, a Delaware corporation (“Buyer”).  The Company, Sellers and Buyer are referred to collectively herein as the “Parties” and each individually as a “Party.”

Background

WHEREAS, the Company is engaged in the business of originating, making, selling, and servicing residential mortgage loans and is licensed to conduct its business in forty (40) states and the District of Columbia (the “Business”);

WHEREAS, Sellers own in the aggregate 100 shares of the Company’s common stock, par value $1.00 per share, representing all of the issued and outstanding capital stock of the Company (“Purchased Shares”); and

WHEREAS, Buyer desires to purchase and acquire from Sellers, and Sellers desire to sell, transfer and assign to Buyer, the Purchased Shares upon the terms and subject to the conditions set forth herein.

Terms

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1                               Definitions.

(a)                                 Certain Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Action” means any action, suit, litigation, arbitration, inquiry, proceeding or investigation by or before any Regulatory Authority or other Governmental Authority.

“Actual Total Equity” means the Total Equity reflected on the Post-Closing Balance Sheet.

“Affiliate” shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended from time to time.

“Affinity Agreements” means the affinity agreements and lead-generation agreements set forth on Schedule 1.1(a).

A-1

“Agency” means the FHA, the Farmers Home Administration (RHCDS or Rural Housing and Community Development Services), ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, the VA, the USDA, the RHS and HUD.

“Applicable Pipeline Requirements” means and includes, as of the time of reference, (i) all contractual obligations of the Company with respect to the Company’s origination of Pipeline Loans, (ii) all applicable guidelines of the Company for the stage of processing of the Pipeline Loans, (iii) the Applicable Requirements, and (iv) all applicable Mortgage Loan Regulations.

“Applicable Requirements” means (i)  the responsibilities and obligations of the Company relating to any Mortgage Loan or Pipeline Loan set forth in any Servicing Agreement, mortgage broker agreement, loan correspondent agreement, mortgage loan purchase agreement, or other agreement between the Company, on the one hand, and any third party originator, loan correspondent, loan seller, Agency, Investor or Insurer, on the other hand, (ii) applicable guidelines and handbooks of the Company and all applicable guidelines, handbooks and other published written requirements of any Investor, Agency or Insurer with respect to the origination, sale or servicing of Mortgage Loans by the Company, and (iii) the applicable terms and provisions of the Mortgage Files.

“Approved Servicers” means the servicers set forth on Schedule 1.1(j).

“Authorizations” means permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances and exemptions, in each case, issued or granted by a Governmental Authority.

“Balance Sheet” means the unaudited interim balance sheet of the Company at December 31, 2014, previously delivered to Buyer.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which commercial banks in New York, New York or Virginia, generally are required or authorized by law or executive order to close, or (iii) a day when the New York Stock Exchange is closed.

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

“Buyer Form S-4 Registration Statement” means the registration statement on Form S-4 to be filed with the SEC by Buyer in connection with the issuance of the JGW Stock pursuant to this Agreement, as said registration statement may be amended prior to the time it becomes effective under the Securities Act.

“Buyer Fundamental Representations” means each of the representations and warranties of Buyer set forth in Section 5.1 (Organization, Standing and Corporate Power), Section 5.2 (Authority), Section 5.3(a)(i) (No Conflicts), Section 5.5 (JGW Stock) and Section 5.9 (Brokers and Other Advisors).

“Buyer Material Adverse Effect” means any Event (i) that has had or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect

A-2

upon the business, assets, liabilities, financial condition or operating results of Buyer on a consolidated basis, or (ii) that has prevented or materially impaired or delayed, or would reasonably be expected to prevent or materially impair or delay the ability of Buyer to consummate the Contemplated Transactions or perform its obligations under this Agreement or the Escrow Agreement; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a “Buyer Material Adverse Effect”:  any Event attributable to (A) changes in the economy or financial, capital or securities markets, including, without limitation, any disruption thereof and any decline in the price of any security (including the JGW Stock) or any market index, generally in the United States or any foreign market, (B) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (C) changes or proposed changes in, or in the application, enforcement, interpretation or implementation of, applicable accounting principles or Laws, (D) general regulatory changes, (E) a flood, hurricane, earthquake or other natural disaster or act of God, (F) the announcement, pendency or completion of the transactions contemplated by this Agreement or public or industry knowledge thereof, including losses or threatened losses of employees, customers, lenders or others having business relationships with Buyer, or the communication by Buyer of its plans or intentions with respect to a Company, (G) any matter set forth on the Disclosure Schedule, or (H) the failure, in and of itself, of Buyer to meet any published, internally prepared or other estimates of revenues, earnings or other financial projections, performance measures or operating statistics; and provided further that, with respect to a matter described in any of the foregoing clauses (A), (B), (C), or (E), such matter shall only be excluded so long as such matter does not have a materially disproportionate effect on Buyer relative to other comparable entities operating in the industry in which Buyer operates.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and the regulations promulgated thereunder.

“Closing Balance Sheet” means the unaudited balance sheet of the Company prepared in accordance with GAAP and with the methodology used in preparation of the Balance Sheet as of the end of the month prior to the month in which the Closing Date occurs.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.

“Collateral” means the property securing a Mortgage Loan.

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

“Company Intellectual Property” means all material Intellectual Property (x) owned, licensed or used by the Company or (y) owned or licensed by an Affiliate of the Company and used in the operation of the Business by the Company as presently conducted by the Company.

A-3

“Company Material Adverse Effect” means any Event (i) that has had or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect upon the business, assets, liabilities, financial condition or operating results of the Company, or (ii) that has prevented or materially impaired or delayed, or would reasonably be expected to prevent or materially impair or delay the ability of the Company or any Seller to consummate the Contemplated Transactions or perform its obligations under this Agreement or the Escrow Agreement; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a “Company Material Adverse Effect”:  any Event attributable to (A) changes in the economy or financial or banking markets, including, without limitation, prevailing interest rates and market conditions, residential mortgage rates or the securities markets, including, without limitation, any disruption thereof and any decline in the price of any security or any market index, generally in the United States or any market as to which the pricing of residential asset backed securities is tied or linked, (B) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (C) changes or proposed changes in, or in the application, enforcement, interpretation or implementation of, applicable accounting principles or Laws, Applicable Requirements, or changes in investor or insurer guidelines, (D) general regulatory changes, (E) a flood, hurricane, earthquake or other natural disaster or act of God, (F) the announcement, pendency or completion of the transactions contemplated by this Agreement or public or industry knowledge thereof, including losses or threatened losses of employees, customers, lenders or others having business relationships with the Company, or the communication by Buyer of its plans or intentions with respect to a Company, (G) taking or not taking any action as required by this Agreement or the Escrow Agreement or with respect to which the Company sought consent of Buyer that was refused by Buyer, or taking or not taking any action at the request of, or with the consent of, Buyer, (H) any matter set forth on the Disclosure Schedule, or (I) the failure, in and of itself, of the Company to meet any published, internally prepared or other estimates of revenues, earnings or other financial projections, performance measures or operating statistics; and provided further that, with respect to a matter described in any of the foregoing clauses (A), (B), (C), or (E), such matter shall only be excluded so long as such matter does not have a materially disproportionate effect on the Company relative to other comparable entities operating in the industry in which the Company operates.

“Contemplated Transactions” means the transactions contemplated by this Agreement and the Escrow Agreement.

“Contracts” means all agreements, contracts, commitments and undertakings, written or oral, including any amendments thereto, to which any Person is a party, an obligor or a beneficiary, or by which any of its assets or properties is bound.

“Cut-off Date” means 12:00 pm (noon), East Coast time, on the second Business Day prior to the Closing Date.

A-4

“DBA” means any “doing business as name,” “fictitious business name,” “trade name,” or “assumed name” under which the Company operates, other than “WestStar Mortgage, Inc.”

“Disclosure Schedules” means the Schedules attached hereto being delivered by the Parties on the date hereof.

“Employee” means any individual employed by the Company, including those employees on medical leave, family leave, military leave or personal leave under the Company’s policies.

“Employee Benefit Plan” means any (i) “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) stock option, stock purchase, restricted stock, equity compensation, deferred compensation, bonus, fringe benefit, sick leave, vacation, paid or unpaid leave, profit sharing, pension, retirement, medical, life, disability, accident, salary continuation, supplemental retirement, severance, change-of-control and unemployment benefit plan, program or agreement (whether or not insured) and (iii) written employment agreement under which compensation in excess of $100,000 per year was paid during each year from January 1, 2012 through December 31, 2014, in each case, that is currently in effect, and that has been established, maintained, or sponsored by the Company, or to which the Company has contributed, or into which the Company has entered, for the benefit of any active, retired or former employee or director of the Company; provided that the term “Employee Benefit Plan” shall not include (i) any Employee Benefit Plan that is maintained under applicable Law by a Governmental Authority or (ii) employment offer or agreement that is terminable at will and does not provide for any payment of deferred compensation within the meaning of Section 409A of the Code.

“Employment Agreements” means employment agreements in the form attached hereto as Exhibit B to be entered into on the Closing Date by and between Golden Apple Management Company, a wholly owned subsidiary of Buyer, and each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇.

“Encumbrances” means any claims, liens, encumbrances, pledges, easements, servitudes, mortgages, deeds of trust, security interests, options, charges or similar rights of any Person, of any kind whatsoever against the asset.

“Environmental Laws” means all applicable federal, state and local Laws concerning pollution or protection of the environment or health and safety including (i) CERCLA, (ii) RCRA, (iii) the Federal Water Pollution Control Act, (iv) the Federal Clean Air Act, (v) the Toxic Substances Control Act, (vi) the Safe Drinking Water Act, (vii) the Pollution Control Act of 1990, (viii) the Federal Insecticide, Fungicide and Rodenticide Act, (ix) Laws related to releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water, land, surface and subsurface waste) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Substances, and (x) comparable state and local Laws, as each of the foregoing may be amended from time to time.

A-5

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

“ERISA Affiliate” means any trade or business that is a member of the same controlled group of corporations as the Company, within the meaning of Section 414(b) of the Code, that is under common control with the Company, within the meaning of Section 414(c) of the Code, that is a member of the same affiliated service group as the Company, within the meaning of Section 414(m) of the Code, or that is otherwise required to be aggregated with the Company pursuant to Section 414(o) of the Code.

“Escrow Agent” means U.S. Bank.

“Escrow Agreement” means the Escrow Agreement to be entered into by and among the Escrow Agent, Buyer and Sellers regarding treatment of the Holdback Amount for indemnification claims of the Buyer Indemnified Parties under Article X, substantially in the form attached hereto as Exhibit A.

“Estimated Cash Adjustment” means (i) if the Estimated Total Equity exceeds the Total Equity Threshold, an upward dollar-for-dollar adjustment in an amount equal to the difference between the Estimated Total Equity and the Total Equity Threshold, or (ii) if the Estimated Total Equity is less than the Total Equity Threshold, a downward dollar-for-dollar adjustment in an amount equal to the difference between the Estimated Total Equity and the Total Equity Threshold; provided that the Estimated Cash Adjustment shall be zero dollars ($0.00) if the Estimated Total Equity equals the Total Equity Threshold.

“Estimated Cash Purchase Price” means an amount equal to the Initial Cash Amount, as adjusted by the Estimated Cash Adjustment.

“Estimated Total Equity” means the Total Equity reflected on the Closing Balance Sheet.

“Event” means any event, circumstance, change, occurrence or effect.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“▇▇▇▇▇▇ Mae” means the Federal National Mortgage Association, or any successor thereto.

“Federal Funds Rate” means, for any date, the weighted average of the rates set forth in the weekly statistical release H.15(519) (or any successor publication) published by the Board of Governors of the Federal Reserve System opposite the caption “Federal Funds (Effective).”

“FHA” means the United States Federal Housing Administration, or any successor thereto.

“Final Cash Adjustment” means (i) if the Actual Total Equity exceeds the Total Equity Threshold, an upward dollar-for-dollar adjustment in an amount equal to the difference

A-6

between the Actual Total Equity and the Total Equity Threshold, or (ii) if the Actual Total Equity is less than the Total Equity Threshold, a downward dollar-for-dollar adjustment in an amount equal to the difference between the Actual Total Equity and the Total Equity Threshold; provided that the Final Cash Adjustment shall be zero dollars ($0.00) if the Actual Total Equity equals the Total Equity Threshold.

“Final Cash Purchase Price” means an amount equal to the Initial Cash Amount, as adjusted by the Final Cash Adjustment.

“▇▇▇▇▇▇▇ Mac” means the Federal Home Loan Mortgage Corporation, or any successor thereto.

“GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, consistently applied.

“General Public License” means the general public software license, which provides end users the right to use, study, share, copy, and modify software.

“▇▇▇▇▇▇ Mae” means the Government National Mortgage Association, or any successor thereto.

“Governmental Authority” means any domestic or foreign entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, department, board, commission, court, tribunal, judicial body or instrumentality of any union of nations, federation, nation, state, municipality, county, locality or other political subdivision thereof, but excluding any Agency.

“Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) any Indebtedness of any primary obligor or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property, securities or services for the purpose of assuring the owner of any Indebtedness of any primary obligor of the payment of such Indebtedness, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay any Indebtedness of such primary obligor.

“Hazardous Substances” means “hazardous substances” pursuant to CERCLA, “hazardous waste” pursuant to RCRA, “toxic pollutants” pursuant to the Federal Water Pollution Control Act and any materials, wastes and substances defined as “hazardous substances” or regulated as such under any other Environmental Law, including asbestos, polychlorinated byphenyls and petroleum products.

“Holdback Amount” means Three Million Dollars ($3,000,000) which shall be all in JGW Stock, unless the Stock Purchase Price represents less than Three Million Dollars ($3,000,000) of the Initial Purchase Price Amount (in accordance with Section 2.4(b)), in which case the Holdback Amount shall include all of the Stock Purchase Price plus a cash amount equal

A-7

to Three Million Dollars ($3,000,000) less the value of the Stock Purchase Price (as determined pursuant to the definition of Stock Purchase Price); provided, that if Buyer is required to pay 100% the Initial Purchase Price Amount in cash pursuant to Section 2.4(b)(ii), then the Holdback Amount shall also be 100% in cash.

“HUD” means the United States Department of Housing and Urban Development, or any successor thereto.

“Indebtedness” of any Person means (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid by such Person, other than trade credit incurred in the ordinary course of business that is no more than sixty (60) days old, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (vi) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all Guarantees by such Person, (viii) all capital lease obligations of such Person, (ix) the notional amount of all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements and (x) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances.

“Independent Accountant” means an independent nationally recognized auditing firm selected by Sellers and Buyer that is not the independent auditing firm for any of Buyer, the Company or any Seller or any Affiliate thereof.

“Initial Cash Amount” means the Initial Purchase Price Amount less the Stock Purchase Price, as determined by Buyer pursuant to Section 2.4(b), which amount may be up to $54 million.

“Initial Purchase Price Amount” means $54 million.

“Insurer” means a Person who insures or Guarantees for the benefit of the mortgagee all or any portion of the risk of loss upon borrower default on any Mortgage Loan or Pipeline Loan and any provider of hazard, title or other insurance with respect to any Mortgage Loan or Pipeline Loan or the Collateral securing any such loan.

“Intellectual Property” means all intellectual property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all:  (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), patents and patent applications together with reissuances, continuations, continuations-in-part, revisions, extensions, reviews, and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, domain names, and trade names, including goodwill associated therewith, and

A-8

applications, registrations and renewals in connection therewith; (iii) works of authorship, copyrights, and applications, registrations and renewals in connection therewith; (iv) trade secrets and confidential business information (including confidential and proprietary ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); and (v) Software.

“Interim Financial Statements” means (i) the Balance Sheet and (ii) the related unaudited interim statements of income, of shareholder’s equity and of cash flows of the Company for the twelve-month period ended December 31, 2014, previously delivered to Buyer which have been prepared in accordance with GAAP except as otherwise noted therein (except for the omission of footnotes required in accordance with GAAP and subject to adjustments required by FAS 91 and normal year-end adjustments).

“Investor” means any Person (including an Agency) having a beneficial interest in a Mortgage Loan or a security backed by or representing an interest in a Mortgage Loan or any Person with authority to act for and on behalf of any such Person (or Agency), such as a trustee.

“JGW Stock” means Class A Common Stock, par value $0.00001 per share, of The ▇.▇. ▇▇▇▇▇▇▇▇▇ Company.

“Key Employees” means those employees of the Company set forth on Schedule 1.1(b).

“Knowledge” means, (i) with respect to the Company, the actual knowledge of and by Sellers and the executives listed on Schedule 1.1(c), (ii) with respect to Sellers, the actual knowledge of and by each Seller and, (iii) with respect to Buyer, the actual knowledge of and by the executives listed on Schedule 1.1(d), in each case after reasonable inquiry.

“Laws” mean all constitutions, laws, statutes, ordinances, rules, rulings, regulations, including any applicable Mortgage Loan Regulations, Orders, charges, directives, determinations, executive orders, writs, judgments, injunctions or decrees of any Governmental Authority but excluding, for the avoidance of doubt, any Applicable Requirements.

“Leases” means the real property leases and subleases set forth on Schedule 1.1(e) pertaining to branch office and other facility locations operated by the Company.

“Liability” means any liability whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due.

“Losses” means, in respect of any obligation to indemnify any Person pursuant to the terms of this Agreement, any and all claims, causes of action, losses, damages, indemnities, assessments, liabilities, obligations, judgments, settlements, awards, deficiencies, offsets, Taxes, and costs and expenses incurred by such Person, including penalties and attorneys’ fees, third-party expert and consultant fees and expenses, fines, judgments and awards; provided, however, that Losses shall not include any incidental, consequential, punitive, indirect or special losses or

A-9

damages, including lost profits, lost multiples based upon acquisition valuation matrices, or diminution in value of the Business or the Company, other than such damages or losses awarded to a third party.

“Mortgage” means, with respect to a Mortgage Loan, the obligations created by any Mortgage Instrument reflecting an Encumbrance upon real property and any other property described in such Mortgage Instrument and securing payment by a Mortgagor under a Mortgage Note.

“Mortgage Files” means the file or files containing the photostatic copy or copies on any other media and, to the extent required by applicable Law or Applicable Requirements, original documents, of the Mortgage Note, any Mortgage or other documents creating or evidencing a security interest in the related Collateral and other related loan documents, including the related credit and closing packages, disclosures, custodial documents, and all other files, books, records and documents related to the foregoing reasonably necessary to (i) establish the eligibility of the Mortgage Loans for insurance by an Insurer or for sale or delivery to the Company or an Investor, (ii) Service the Mortgage Loans in accordance with applicable Laws, Applicable Requirements, and the Mortgage Loan Regulations, or (iii) comply with applicable Laws, Applicable Requirements, and the Mortgage Loan Regulations regarding documentation to be maintained by a servicer of a Mortgage Loan, or by the document custodian thereof.

“Mortgage Instrument” means any deed of trust, security deed, mortgage, security agreement or any other instrument that, together with any assignment, reinstatement, extension, endorsement or modification thereof, evidences a Mortgage.

“Mortgage Loan” means any loan that is, or upon closing or funding will be, evidenced by a Mortgage Instrument evidencing the Indebtedness of the Mortgagor under a Mortgage Note.

“Mortgage Loan Regulations” means (i) applicable federal, state and local Laws applicable to the origination of any Pipeline Loan or the origination, sale, securitization or Servicing of Mortgage Loans, including Laws relating to real estate settlement procedures, consumer credit protection, truth-in-lending, usury limitations, fair housing, collection practices, equal credit opportunity and adjustable rate mortgages, (ii) applicable Laws with respect to the origination, sale or servicing of Mortgage Loans, (iii) federal and state fair labor standards Laws or similar wage and hour Laws, and (iv)  applicable Orders with respect to the Company pertaining to Mortgage Loans or Pipeline Loans.

“Mortgage Note” means, with respect to a Mortgage Loan, a promissory note or notes, or other evidence of Indebtedness, with respect to such Mortgage Loan secured by a Mortgage or Mortgages, together with any assignment, reinstatement, extension, endorsement or modification thereof.

“Mortgagor” means, with respect to a Mortgage Loan, the borrower of such Mortgage Loan.

A-10

“Non-Compete and Non-Solicitation Agreement” means non-compete and non-solicitation agreement in the form attached hereto as Exhibit C, to be entered into on the Closing Date by and between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇.

“Nonsolicitation and Confidentiality Agreement” means that certain Nonsolicitation and Confidentiality Agreement dated October 3, 2000 by and among the Company and the Original Shareholders.

“Open Source Materials” means all Software or other material that is distributed as “free software,” “open source software” or under a similar licensing or distribution model, including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.

“Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations of the Business as conducted by the Company since January 1, 2013.

“Original Shareholders” means ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇ O’Shell, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

“Originator” means, with respect to any Mortgage Loan, any Person(s) that (i) took the loan application, (ii) processed the loan application, (iii) underwrote the loan application, or (iv) closed and/or funded the Mortgage Loan.

“Permitted Encumbrances” means (i) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, contractors’ or other similar Encumbrances arising or incurred in the Ordinary Course of Business and for amounts which are incurred in the Ordinary Course of Business and are not delinquent and may be paid without penalty or as to which the Company agrees, and has funds available, to pay any resulting penalty, (ii)  Encumbrances for Taxes not yet due and payable or for Taxes that the taxpayer is contesting and may be paid without penalty, (iii) in the case of any of the Leases, zoning, building or other restrictions, variances, covenants, rights of way, conditions, easements and Encumbrances arising as a matter of Law in favor of landlords, and (iv) Encumbrances created pursuant to the Warehouse Credit Facilities.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Authority.

“Pipeline Loans” means applications in process for residential Mortgage Loans whether or not registered and designated as price protected on the Company’s residential mortgage loan origination system and which have not closed or funded as of the Closing Date.

“Post-Closing Balance Sheet” means an unaudited interim balance sheet of the Company prepared as of the Closing Date in accordance with GAAP and the methodology used in preparation of the Balance Sheet.

“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date.

A-11

“Pre-Closing Taxes” means (i) any Taxes of Sellers with respect to any Pre-Closing Period or with respect to the pre-Closing portion of any Straddle Period, and any Taxes of Sellers with respect to any period, (ii) any and all liabilities of the Company (as a result of Treasury Regulations Section 1.1502-6 or otherwise) for Taxes of any other Person with whom the Company joins or have ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return prior to the Closing Date, and (iii) any payments required to be made under any Tax allocation, Tax indemnity or Tax sharing agreement or similar contract or arrangement to which the Company is obligated, bound by or a party on or prior to the Closing Date (other than, in each case, commercial contracts entered into in the Ordinary Course of Business that do not primarily relate to Taxes), and (iv) all Taxes of any other Person imposed on any of Buyer or the Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing.  The portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period shall be: (x) in the case of real property, personal property and similar ad valorem Taxes, deemed to be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of calendar days in such period up to and including the Closing Date, and the denominator of which is the number of calendar days in the entire period, and (y) in the case of all other Taxes, determined as though the taxable period terminated at the close of business on the Closing Date.  For purposes of determining any Tax attributable to the pre-Closing portion of any Straddle Period in accordance with clause (y) of the preceding sentence, any extraordinary transaction outside the Ordinary Course of Business that occurs on the Closing Date but after the Closing shall be considered to occur on the day following the Closing Date.

“Previously Disposed of Mortgage Loans” means all Mortgage Loans or any other type of loans or servicing rights that, as at any time as of or prior to Closing, the Company owned and subsequently sold, transferred, conveyed or assigned and for which the Company retains a contingent liability to third parties for failure to originate, service, sell, securitize, or otherwise handle such Mortgage Loans or other loans or servicing rights in accordance with the then current Mortgage Loan Requirements, Applicable Requirements, or comparable requirements including, without limitation, any Mortgage Loan or other loans for which the Company has the obligation to repurchase or indemnify the Investor or any purchaser pursuant to the applicable loan or servicing purchase agreement.

“RCRA” means the Resource Conservation and Recovery Act of 1976, as amended from time to time, and the regulations promulgated thereunder.

“Representatives” means each of the respective attorneys, accountants, officers, employees and other authorized agents, advisors and representatives of Buyer, the Company or Sellers.

“Required Buyer Approvals” means those Buyer Governmental Approvals and Buyer Third Party Consents set forth on Schedule 1.1(h).

“Required Company Approvals” means those Company Governmental Approvals and Company Third Party Consents set forth on Schedule 1.1(i).

A-12

“RHS” means the Rural Housing Servicing of the United States Department of Agriculture, or any successor thereto.

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

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

“Securities Laws” means the Securities Act; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; the rules and regulations of the Securities and Exchange Commission promulgated thereunder, and state securities or “blue sky” Laws.

“Seller” and “Sellers” have the meanings set forth in the preamble.

“Sellers Fundamental Representations” means the representations and warranties of the Company and Sellers set forth in Sections 3.1 (Organization and Authority) (other than the third and fourth sentences thereof), 3.2 (Capitalization of the Company), 3.3(a)(i) (No Conflicts), 3.3(d) (No Conflicts), 3.9 (No Brokers) 4.1 (Organization and Authority), 4.2 (Ownership of Purchased Shares) and 4.3(a)(i) (No Conflicts).

“Servicing” means the responsibilities with respect to servicing of Mortgage Loans under the Applicable Requirements and Mortgage Loan Regulations, whether performed as a servicer, subservicer or interim servicer.

“Servicing Agreement” means an agreement pursuant to which the Company performs Servicing of Mortgage Loans.

“Shareholder Agreement” means that certain Shareholders’ Agreement dated as of October 4, 2000 by and among the Company and the Original Shareholders.

“Software” means any and all of the following but excluding software that is generally commercially available at retail: (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) software databases and compilations, including any and all digital data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, and menus; and (iv) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“Special Representations” means the representations and warranties of the Company and Sellers set forth in Sections 3.8 (No Securitization Transactions), 3.23 (Taxes) and 4.5 (Litigation).

“Stock Purchase Price” means the total number of shares of JGW Stock with an aggregate value not to exceed 25% of the Initial Purchase Price Amount (as such amount is determined by Buyer pursuant to Section 2.4(b)), with the number of shares of JGW Stock determined based upon the average of the closing stock prices of the JGW Stock as reported on

A-13

its principal exchange over the consecutive 10-Business Day period immediately prior to the second Business Day prior to Closing, with such shares being allocated among Sellers based on the respective percentages listed across their names on Schedule 1.1(f).

“Straddle Period” means any taxable period that includes but does not end on the Closing Date.

“Subservicing Agreement” means the Subservicing Agreement, dated October 15, 2012, by and between the Company and Provident Funding, LP.

“Tax” means any foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, unclaimed property, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“Tax Return” means any return, report, claim for refund or other written statements or information required to be filed with a Governmental Authority with respect to Taxes.

“Total Equity” means the total stockholders’ equity or total equity, as the case may be, as reflected on the Closing Balance Sheet or the Post-Closing Balance Sheet, as applicable, in each case, prepared in accordance with GAAP; provided, that (a) the value of the Company’s MSRs shall be calculated based on (i) for the Closing Balance Sheet, the average of the value of the Company’s MSRs as of the end of the three (3) full months prior to the Closing Date and (ii) for the Post-Closing Balance Sheet, the average of the value of the Company’s MSRs as of the end of each of the three (3) full months prior to the Closing Date and the period from the end of the last full month prior to the Closing Date through the Closing Date, (b) the value of the Company’s MSRs as of each of the periods referenced above will be as determined by Phoenix Capital Inc. in a manner consistent with the approach used by Phoenix Capital Inc. to value such MSR assets in the past for the Company.

“Total Equity Threshold” means $30 million.

“USDA” means the United States Department of Agriculture or any successor thereto.

“VA” means the United States Department of Veterans’ Affairs or any successor thereto.

“Warehouse Credit Facilities” means the credit facilities established pursuant to the warehouse loan and credit agreements and repurchase agreements set forth on Schedule 1.1(g) and any such agreements entered into following the date hereof with the consent of Buyer pursuant to Section 6.1(b) or as listed under Schedule 6.1(b).

A-14

Other Definitions.  The following defined terms shall have the meaning set forth on the referenced page:

Index

ARTICLE II
PURCHASE AND SALE OF THE PURCHASED SHARES; CLOSING

2.1                               Purchase and Sale of the Purchased Shares.  On the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall purchase and acquire from Sellers, and Sellers shall sell, transfer and assign to Buyer all of the Purchased Shares free and clear of all Encumbrances.

A-15

2.2                               Closing.  Unless this Agreement shall have been terminated and the Contemplated Transactions shall have been abandoned pursuant to Section 11.3, the closing of the Contemplated Transactions (the “Closing”) shall take place at 9am ET at the offices of K&L Gates LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to those conditions in fact being satisfied at Closing) (the time and date on which the Closing occurs is hereinafter referred to as the “Closing Date”); provided, however, that if the Closing Balance Sheet is not available on or prior to second (2nd) Business Day following the satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to those conditions in fact being satisfied at Closing), then the Closing shall be delayed for up to five (5) calendar days to allow the Company to prepare and deliver the Closing Balance Sheet.

2.3                               Closing Obligations.

(a)                                 Deliveries of the Company and Sellers.

(i)                                     No later than the Closing, the Company shall deliver to Buyer the Required Company Approvals (and any other Company Governmental Approvals and Company Third Party Consents obtained by the Company prior to the Closing).

(ii)                                  No later than the Cut-Off Date, (A) each Seller shall deliver to Buyer payment instructions indicating the bank account(s) to which Buyer should pay such Seller, by wire transfer of immediately available funds, such Seller’s percentage of the Estimated Cash Purchase Price in accordance with the percentage set forth across such Seller’s name on Schedule 1.1(f) and (B) the Company shall deliver to Buyer the Closing Balance Sheet.

(iii)                               At the Closing, Sellers shall deliver to Buyer (A) certificates representing the Purchased Shares, endorsed in blank and accompanied by executed stock transfer powers, (B) documentation evidencing termination of the Shareholder Agreement and Nonsolicitation and Confidentiality Agreement prior to Closing, and (C) the Employment Agreements duly executed by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ and the Non-Compete and Non-Solicitation Agreement duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇.

(iv)                              At the Closing, Sellers shall deliver to Buyer, or shall cause to be delivered to Buyer, (A) duly executed Escrow Agreement; (B) the certificates required by Sections 9.2(c), 9.2(d) and 9.2(e); (C) resignations of all of the members of the board of directors and all executive officers of the Company, except as may otherwise be specified by Buyer in writing and (D) any and all other agreements, certificates, instruments and documents otherwise, required of Sellers or the Company under this Agreement or as may reasonably be requested by Buyer.

A-16

(b)                                 Deliveries of Buyer.

(i)                                     No later than the Closing, Buyer shall deliver to Sellers the Buyer Governmental Approvals and Buyer Third Party Consents;

(ii)                                  At the Closing, Buyer shall deliver to the Escrow Agent the cash portion of the Holdback Amount by wire transfer of immediately available funds and one stock certificate in the name of each Seller representing the number of shares of JGW Stock as determined in accordance with percentages set forth on Schedule 1.1(f), with such certificates together representing the stock portion of the Holdback Amount.

(iii)                               At Closing, Buyer shall deliver to each Seller (A) such Seller’s percentage (in accordance with the percentage listed across such Seller’s name on Schedule 1.1(f)) of the amount equal to (x) the Estimated Cash Purchase Price less (y) the cash portion of the Holdback Amount by wire transfer of immediately available funds to the account(s) designated by such Seller (i.e., the total payments to be made pursuant to this clause (A) shall equal the Estimated Cash Purchase Price less the cash portion of the Holdback Amount), (B) a stock certificate for shares of JGW Stock evidencing such Seller’s percentage (in accordance with the percentage listed across such Seller’s name on Schedule 1.1(f)) of the number of shares of JGW Stock equal to (x) the Stock Purchase Price less (y) the JGW Stock portion of the Holdback Amount, in the name of such Seller (i.e., the total number of shares of JGW Stock to be reflected on the certificates to be issued to Sellers pursuant to this clause (B) shall equal the Stock Purchase Price less the JGW Stock portion of the Holdback Amount), (C) duly executed Escrow Agreement; (D) the certificate required by Section 9.3(c), and (E) any and all other agreements, certificates, instruments and documents otherwise required of Buyer under this Agreement or as may reasonably be requested by Sellers.

For the avoidance of doubt, the aggregate amount of cash to be paid by Buyer pursuant to Sections 2.3(b)(ii) and 2.3(b)(iii) shall equal the Estimated Cash Purchase Price, and the aggregate number of JGW Stock to be issued by Buyer pursuant to Sections 2.3(b)(ii) and 2.3(b)(iii) shall equal the Stock Purchase Price.

2.4                               Purchase Price.

(a)                                 The “Purchase Price” shall be an amount equal to the sum of the Final Cash Purchase Price and Stock Purchase Price (which may be paid 100% in cash if Section 2.4(b)(i) or (ii) applies).

(b)                                 At least five (5) Business Days prior to the Closing Date, Buyer shall determine the allocation of the Initial Purchase Price Amount between the Initial Cash Amount and the Stock Purchase Price, provided that the Stock Purchase Price shall not represent more than 25% of the Initial Purchase Price Amount. The Parties acknowledge and agree that (i) Buyer may elect to pay up to 100% of the Initial Purchase Price Amount (for the avoidance of doubt, subject to the Estimated Cash Adjustment) in cash and (ii) Buyer shall be required to pay 100% of the Initial Purchase Price Amount (for the avoidance of doubt, subject to the Estimated Cash Adjustment) in cash on the Closing Date if, on the Termination Date (which may be the same as the Closing Date), as may be extended pursuant to Section 11.3(a)(ii), the Buyer Form S-4 Registration Statement has not been declared effective by the SEC (in which case the Stock Purchase Price shall be zero dollars ($0.00)).

A-17

2.5                               Cash Purchase Price Adjustment.

(a)                                 Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 2.5(b)) with respect to the calculation of the Final Cash Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 2.5(c) with respect to the Final Cash Purchase Price, as applicable:

(i)                                     Buyer shall pay in cash to Sellers, in such amounts as allocated among the Sellers pursuant to Schedule 1.1(f), (x) the aggregate amount, if any, by which the Final Cash Purchase Price exceeds the Estimated Cash Purchase Price, plus (y) interest on the applicable amount computed pursuant to clause (x) above at the Federal Funds Rate for the period from the Closing Date to the date of payment in full of such amount; or

(ii)                                  Sellers shall pay in cash to Buyer (x) the aggregate amount, if any, by which the Estimated Cash Purchase Price exceeds the Final Cash Purchase Price, plus (y) interest on the amount computed pursuant to clause (x) above at the Federal Funds Rate for the period from the Closing Date, to the date of payment in full of such amount.

(b)                                 No later than 30 days after the Closing Date, the Company shall deliver to Sellers and Buyer the Post-Closing Balance Sheet, from which the Final Cash Purchase Price shall be calculated.  Within five (5) days of receipt of the Post-Closing Balance Sheet, Buyer shall deliver to Sellers a statement setting forth its determination as to the Final Cash Purchase Price (“Final Calculation Statement”).  Sellers shall have thirty (30) days from receipt of the Final Calculation Statement, to give Buyer written notice of its objection to any item or calculation contained in the Final Calculation Statement specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”).  If Sellers concur with the Final Calculation Statement or otherwise do not give Buyer a Dispute Notice within such thirty (30) day period, such Final Calculation Statement shall be deemed final and conclusive with respect to the determination of the Final Cash Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. If, however, Sellers deliver to Buyer a Dispute Notice objecting to any items or calculations contained in the Final Calculation Statement within the applicable thirty (30) day period, the Parties shall meet within thirty (30) days following the date of the Dispute Notice (the “Resolution Period”) and shall attempt in good faith to resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Final Cash Purchase Price, and shall be binding on the Parties for all purposes under this Agreement.  Buyer shall, and shall cause the Company to, provide Sellers and their representatives with access (with the right to make copies), during normal business hours, to (i) the work papers of the Company used to calculate the amounts set forth in the Final Calculation Statement, (ii) the Company’s and Buyer’s accountants or any of its other representatives who participated in the preparation of the Final Calculation Statement and (iii) such other books and records and other relevant information of the Company used to calculate the amounts set forth in the Final Calculation Statement, and (iv) Company employees knowledgeable about the information used in, and the preparation of, the Final Calculation Statement.

A-18

(c)                                  If the Parties are unable to resolve Sellers’ objections within the Resolution Period, then all amounts and issues remaining in dispute and Buyer’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountant.  The Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter with respect to the determination to be made by the Independent Accountant. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Sellers will use its commercially reasonable efforts to make its or their presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests of the Independent Accountant. Discovery shall be limited to documents designated by the Independent Accountant as necessary for it to assess the proper calculation of the Final Cash Purchase Price, consistent with this Agreement. Buyer and Sellers shall instruct the Independent Accountant to make its determination within thirty (30) days after its engagement (which engagement will be made by Buyer and Sellers no later than five (5) Business Days after the end of the Resolution Period), or as soon thereafter as possible, and such determination will be set forth in a written statement delivered by the Independent Accountant to Buyer and Sellers. The Final Calculation Statement, as finalized by the Independent Accountant, shall be deemed final and conclusive with respect to the Final Cash Purchase Price and shall be binding on Buyer and Sellers for all purposes under this Agreement. In deciding any matter, the Independent Accountant (i) will be bound by the provisions of this Section 2.5, and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. The fees and expenses of the Independent Accountant shall be allocated between Buyer and Sellers so that Sellers’ share of such fees and expenses shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Sellers (as determined by the Independent Accountant), and the denominator of which is the total amount in dispute that is resolved by the Independent Accountant.  Buyer shall be responsible for the remaining fees and expenses of the Independent Accountant.  Except as provided in the preceding sentences, all other costs and expenses incurred by Buyer and Sellers in connection with resolving any dispute hereunder before the Independent Accountant will be borne by the Party incurring such cost and expense.

2.6                               Holdback Amount and Escrow. The Holdback Amount shall be held by the Escrow Agent in an escrow account established pursuant to the terms of the Escrow Agreement and shall serve as a hold-back for indemnification claims of the Buyer Indemnified Parties under Article X of this Agreement and claims by Buyer or the Company with respect to breaches of the Employment Agreements and Non-Compete and Non-Solicitation Agreement to be entered into by the Company and the applicable Seller; provided that, with respect to breaches of such Employment Agreements and Non-Compete and Non-Solicitation Agreement, Buyer shall only be permitted to recover the applicable portion of the Holdback Amount attributable to the breaching Seller in accordance with the allocation set forth on Schedule 1.1(f).  The Holdback

A-19

Amount shall be released to Buyer or Sellers, as applicable, as set forth in Section 10.5(c) and the terms of the Escrow Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Buyer as of the date hereof and as of the Closing Date, except as set forth on the Disclosure Schedules, as follows:

3.1                               Organization and Authority.  The Company is duly organized and validly existing and in good standing as a corporation under the Virginia Stock Corporation Act and has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Escrow Agreement and to consummate the Contemplated Transactions.  The Company has the requisite corporate power and authority to carry on the Business as currently conducted, and is duly qualified or otherwise authorized to do business in each jurisdiction where the operation of the Business requires such qualification except as would not cause a Company Material Adverse Effect.  The Company has all requisite qualifications and authorizations to conduct the Business under all DBAs that it uses in all jurisdictions in which it conducts the Business under such names. All DBAs used by the Company and the jurisdictions in which they are used are set forth on Schedule 3.1. All necessary corporate action and other corporate proceedings required to be taken by the Company to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions have been duly taken or will be taken before execution of such documents or consummation of such transaction, as applicable.  This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by the Company, and, assuming the due execution by Buyer of this Agreement and the Escrow Agreement, constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity.  True, complete and correct copies of the articles of incorporation dated as of June 19, 2000 and any amendment thereto (the “Articles of Incorporation”), and the bylaws and any amendments thereto (the “Bylaws”), of the Company, in each case, in effect as of the date of this Agreement, have been previously made available to Buyer.

3.2                               Capitalization of Company.

(a)                                 Schedule 3.2(a) contains a complete and accurate capitalization table of the Company setting forth the Purchased Shares, name of each shareholder, the number and class of shares held by each shareholder and the total number of shares of each class that are outstanding.  Other than the shares listed on such capitalization table, no shares of any class of the Company’s securities are issued or outstanding.  All of the Purchased Shares have been duly authorized and validly issued, and are fully paid and nonassessable.  Upon consummation of the Contemplated Transactions, Buyer will be the owner of the Purchased Shares, which in the hands of Buyer shall be duly authorized and validly issued, fully paid and nonassessable, and free and clear of all Encumbrances other than those created by Buyer or any Affiliate thereof and other than those under applicable Securities Law.

A-20

(b)                                 Schedule 3.2(b) sets forth a list of all Contracts currently in effect in respect of subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of, or any securities convertible or exchangeable for, any shares of capital stock of the Company.  Except as set forth in the Articles of Incorporation and the Shareholder Agreement and except as imposed under applicable Law, there are no restrictions upon, or obligations with respect to, the voting or transfer of the Purchased Shares.  The Company has no Liabilities or obligations to any prior holder of the Company’s capital stock or any prior holder of rights to acquire any of the Company’s capital stock pursuant to any Contract with the Company or otherwise, in each case with respect to the acquisition or ownership of the Company’s capital stock.

(c)                                  Other than as set forth in Schedule 3.2(c), the Company has no, and since inception has had no, subsidiaries and does not own any ownership interests in any other Person.

3.3                               No Conflict.

(a)                                 The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Contemplated Transactions will not:

(i)                                     violate or conflict with the Articles of Incorporation or Bylaws of the Company;

(ii)                                  assuming the receipt of the Company Governmental Approvals, violate any provision of Law to which the Company or the conduct of its Business is subject or violate or conflict with any Order applicable to the Company or the conduct of its Business;

(iii)                               violate, breach or constitute a default (with or without notice or lapse of time or both) under or give rise to a right of termination, cancellation or acceleration of any right, remedy or obligation of the Company or any of its Affiliates with respect to any Contract to which the Company or any Affiliates is a party; or

(iv)                              result in the creation of any Encumbrance other than a Permitted Encumbrance on any of assets of the Company or any Affiliate thereof.

(b)                                 Except for notices or consents listed on Schedule 3.3(b) (the “Company Governmental Approvals”), the execution, delivery and performance by the Company of this Agreement, the Escrow Agreement and the consummation by the Company of the Contemplated Transactions do not require any consent from, registration, declaration or other filing with or approval or authorization of any Governmental Authority by or with respect to the Company or the Business.

(c)                                  Except for notices or consents listed on Schedule 3.3(c) (the “Company Third Party Consents”), the execution, delivery and performance by the Company of this Agreement, the Escrow Agreement and the consummation by the Company of the Contemplated Transactions do not require any consent from, registration, declaration or other filing with or approval or authorization of any third party (including any Agency) by or with respect to the Company, any Company Contract or the Business.

A-21

(d)                                 Other than as contained in the Shareholder Agreement, there are no rights of first refusal, rights of first offer or other similar rights of any Person that would be applicable to any of the Contemplated Transactions or the execution, delivery or performance by the Company under this Agreement or the Escrow Agreement.

3.4                               Absence of Certain Changes or Events.

(a)                                 Except as set forth on Schedule 3.4(a), since January 1, 2014, the Company has operated the Business in the Ordinary Course of Business.

(b)                                 Except as set forth on Schedule 3.4(b), since January 1, 2014, there has not been (i) any material damage, destruction or loss, whether or not covered by insurance with respect to any material portion of the Company’s assets, (ii) any material change in financial or tax accounting methods, principles or practices by the Company except insofar as may have been required by a change in GAAP or applicable Law, (iii) any Tax election or change in Tax election or any settlement or compromise of any Tax liability, (iv) any revaluation by the Company of any of its assets, (v) any licensing or other agreement with regard to the acquisition or disposition of any material assets or rights thereto, or (vi) any Company Material Adverse Effect.

3.5                               Financial Statements.

(a)                                 The audited consolidated balance sheet and the related statements of income, of total equity and of cash flows of the Company at December 31, 2012 and 2013 and for the years then ended, including the footnotes thereto (“Audited Financial Statements”), and the Interim Financial Statements (together with the Audited Financial Statements, “Financial Statements”), have been delivered to Buyer by the Company.  The Financial Statements are based on the books and records of the Company, and fairly present the financial position and results of operations of the Company, as of the date or for the periods indicated therein, in accordance with GAAP (except, in the case of the Interim Financial Statements, for the omission of footnotes required in accordance with GAAP and subject to adjustments required by FAS 91 and normal year-end adjustments).

(b)                                 The Company maintains internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Board of Directors of the Company, and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company.

A-22

3.6                               Contracts and Commitments.

(a)                                 Except for this Agreement and the Escrow Agreement, Schedule 3.6(a) sets forth a complete list of each (i) Contract to which the Company is a party (a “Company Contract”)  not made in the Ordinary Course of Business; (ii) Company Contract relating to the borrowing of money in excess of $250,000 or Guarantee of any such obligation, together with any hedge agreements; (iii) Company Contracts concerning completed or pending transfers of Mortgage Loans or servicing rights by the Company to another Person, including any Company Contract containing on-going indemnification obligations; (iv) Company Contract that by its terms limits the payment of dividends or distributions by the Company or that by its terms either requires the Company to do business with the contract party on an exclusive basis or restricts or limits the Company from owning, managing or operating any business or in any geographical location (including non-competition agreements); (v) Company Contract that is a joint venture or partnership agreement; (vi) Company Contract that grants any right of first refusal or right of first offer or similar right to third parties or that limits or purports to limit the ability of the Company in any material respect to pledge, sell, transfer or otherwise dispose of any material amounts of assets or business; (vii) Company Contract providing for any material future payments that are conditioned, in whole or in part, on a change of control with respect to the Company; (viii) material agency, broker, sale representative, marketing, referral, affinity, lead-generation or similar Company Contract; (ix) Company Contract that contains a “most favored nation” clause obligating the Company to change the material terms and conditions of such Contract based on better terms or conditions provided to other parties in similar contracts; (x) Company Contract relating to (A) any merger or business combination concerning the Company, (B) the acquisition by the Company of all or substantially all of the assets of any other Person, or (C) the disposition by the Company of all or substantially all of its assets to any other Person; (xi) written Company Contract with any manager, director, officer, employee, shareholder, or Affiliate of the Company involving payments or compensation in excess of $100,000 per year during each year from January 1, 2012 through December 31, 2014, in each case, that is currently in effect; (xii) other Company Contract involving aggregate annual expenditures or revenues in excess of $250,000; and (xiii) Servicing Agreements (the contracts of the type covered in clauses (i) through (xiii), the “Material Contracts”).   The Company has provided, or otherwise made available, to Buyer true and correct copies of all Material Contracts. The Company has no oral employment agreements or other compensation arrangements with any manager, director, officer, employee or shareholder of the Company.

(b)                                 Except as set forth in Schedule 3.6(b), (i) each Material Contract is valid and binding on the Company and in full force and effect and, to the Knowledge of the Company, is valid and binding on the other parties thereto; and (ii) the Company (and, to the Knowledge of the Company, any counterparty thereto) has performed in all material respects all obligations required to be performed by it to date under each Material Contract.  The Company is not in default under any Material Contract, and to the Knowledge of the Company, there has not occurred any Event that, with the lapse of time or giving of notice or both, would constitute such a default.

(c)                                  The Company has provided a schedule to Buyer showing all indemnification payments made by the Company during the past three (3) years.

3.7                               Absence of Undisclosed Liabilities.  The Company has no material liability (contingent or otherwise), except (i) as specifically disclosed or reserved against in the Financial

A-23

Statements or on Schedule 3.7, and (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since the date of the Balance Sheet.

3.8                               No Securitization Transactions. Except as set forth on Schedule 3.8, the Company has not arranged, sponsored, engaged in or issued any securities with respect to any securitization transactions, and is not the owner of any receivables created as a part of a securitization transaction.

3.9                               No Brokers.  Except for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, no agent, broker, investment banker, financial advisor or other Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee from the Company or Sellers or any of its or their Affiliates in connection with the consummation of the Contemplated Transactions.  For the avoidance of doubt, Sellers shall be responsible for payment of all fees and expenses due to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

3.10                        Real Property.

(a)                                 The Company does not own any real property.  The Company has a valid, binding and enforceable leasehold interest under the Leases as provided therein, free and clear of all Encumbrances, except Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).  The Leases are in full force and effect, and the Company has not received and has not given any notice of any default or Event that with notice or lapse of time, or both, would constitute a default under any Lease and to the Company’s Knowledge no party to any Lease is in default or has exercised any termination rights with respect thereto.

(b)                                 The Company has all material Authorizations required under applicable Law and Mortgage Loan Regulations for the current use and operation of the Business under any Lease, and the Company has complied in all material respects with all conditions of the Authorizations applicable to it.  No material default or violation, or Event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Authorization.

(c)                                  There does not exist any actual, or to the Knowledge of the Company, threatened or contemplated condemnation or eminent domain proceedings that affect any Lease or any part thereof.

3.11                        Intellectual Property.

(a)                                 Schedule 3.11(a) identifies each pending Intellectual Property registration (including patent, copyright, trademark and service ▇▇▇▇) that has been issued to the Company and identifies each pending patent application or pending application for registration that the Company has made with respect to any of the Company Intellectual Property, and identifies each license, agreement or other permission that the Company has granted to any third party (whether active and in force or terminated, canceled or expired) with respect to any of the Company Intellectual Property.  Schedule 3.11(a) also identifies each material trade name or unregistered trademark or service ▇▇▇▇ owned or used by the Company, including any common law

A-24

trademarks, internet addresses, and any domain name registrations owned by the Company or used by the Company in the operation of the Business.  Schedule 3.11(a) also identifies all material Software owned by or developed by or on behalf of the Company.  With respect to each item of Intellectual Property required to be identified in Schedule 3.11(a), and except as expressly set forth on Schedule 3.11(a), (i) the Company possesses all right, title and interest in and to the item, free and clear of any Encumbrances, except Permitted Encumbrances; and (ii) no Action is pending or, to the Knowledge of the Company, is threatened that challenges the legality, validity, enforceability, use or ownership of the item.  The Company owns or otherwise has the right to use all Company Intellectual Property set forth on Schedule 3.11(a), which also identifies the owner or licensee thereof.

(b)                                 Except as set forth in Schedule 3.11(b), to the Knowledge of the Company neither the Company, the conduct of the Business as presently conducted by the Company, nor the Company Intellectual Property is infringing upon, the rights of any Person with regard to any Intellectual Property owned by such Person.  To the Knowledge of the Company no Person is infringing on or otherwise violating any right of the Company with respect to any of the Company Intellectual Property.

(c)                                  There is no outstanding Order by or with any Regulatory Authority relating to any of the Company Intellectual Property owned by the Company by which the Company is bound.

(d)                                 Set forth on Schedule 3.11(d) is a true, correct and complete list of all licenses, agreements, authorizations and permissions pursuant to which the Company uses any one or more items of Intellectual Property licensed from third parties in connection with the Business (“Licensed IP Agreements”), other than Software that is generally commercially available at retail.  The Company has delivered to Buyer correct and complete copies of each of the Licensed IP Agreements.  Each of the Licensed IP Agreements is legal, valid, binding, enforceable, and in full force and effect.  The Company is not in breach of any of the Licensed IP Agreements, and, to the Knowledge of the Company, no other party to any of the Licensed IP Agreements is in breach thereof.  The Company has not granted any sublicense with respect to any Licensed IP Agreement.  The Company has not received any notice that the other parties to the Licensed IP Agreements intend to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or right thereunder.  Consummation of the Contemplated Transactions will not cause a breach of any of the Licensed IP Agreements.

(e)                                  Except as set forth on Schedule 3.11(e), all of the current and former Employees, officers, contractors and consultants of Company who have participated in the creation of any Company Intellectual Property have executed valid and enforceable Intellectual Property assignment and confidentiality agreements for the benefit of the Company.

(f)                                   The Company has taken commercially reasonable measures to protect the proprietary nature of each item of Company Intellectual Property.  The Company is in compliance with all applicable Laws and contractual requirements pertaining to information privacy and security.  No complaint relating to an improper use or disclosure of, or a breach in the security of, any confidential information has been made or, to the Knowledge of the Company, is threatened against the Company.  To the Knowledge of the Company, no

A-25

unauthorized disclosure has occurred of any third party proprietary or confidential information in the possession, custody or control of the Company.  No breach has occurred of the Company’s security procedures wherein confidential information has been disclosed to a third party. All Software owned by the Company and, all Software material to the Business of the Company as set forth in Schedule 3.11(a), to the Knowledge of the Company (i) performs in conformance with its documentation, (ii) is free from any material software defect, and (iii) does not contain any virus, software routine or hardware component designed to permit unauthorized access or to disable or otherwise harm any computer, systems or Software.  The Company has possession of, or access to, the source code for each material version of Software owned or developed by the Company, as well as all documentation related thereto.

(g)                                  Except as set forth on Schedule 3.11(g), the Software, databases and other information technology used to operate the Business have not suffered any material error, breakdown, failure, or security breach in the last two (2) years that has caused any material disruption or damage to the operation of the Business or that was, is or will be reportable to any Governmental Authority.

(h)                                 The Company has not incorporated, or otherwise utilized, any Open Source Materials in the creation of any Software that would result in such Software being covered by the General Public License or a similar “viral” open source licensing regime, which General Public License or other regime would require such Software to be generally made available to the public.

3.12                        Transactions with Affiliates.  Except for any distributions, salaries or bonuses payable pursuant to written Contracts set forth on Schedule 3.12, or as otherwise set forth in such schedule, and except for any business expense reimbursement payments (or advances) and other similar payments made or payable in the Ordinary Course of Business, there are no Contracts with, outstanding amounts payable to or receivable from, or outstanding advances by the Company to any Seller, to any director, manager or officer of the Company.  Except as set forth on Schedule 3.12, there are no Contracts with, outstanding amounts payable to or receivable from, or outstanding advances by the Company to an Affiliate of the Company or any Seller.

3.13                        Litigation and Orders.

(a)                                 Litigation.  Schedule 3.13(a) sets forth a true and complete list of all claims (including any civil litigation) or Actions that are, or were at any time during the past three (3) years, pending (or to the Company’s Knowledge threatened in writing) against any Key Employee, the Company or any of its Affiliates relating to or involving the conduct of the Business.

(b)                                 Orders.  Except as disclosed on Schedule 3.13(b), there is no Order relating to or involving the Company, the conduct of the Business by the Company or any Seller with respect to the Business, and nor has there been any such Order at any time during the past three (3) years.  The Company is not in breach or default (with or without notice or lapse of time, or both), and at no time during the past three (3) years been in breach or default, under any Order applicable to the Company or its Business or any Seller.

A-26

3.14                        Employment Matters; Employee Benefit Plans.

(a)                                 Except as set forth on Schedule 3.14(a), none of the Employee Benefit Plans is an employment agreement or a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, or is subject to Title IV of ERISA or is solely for the benefit of non-U.S. active, retired or former Employees or directors of the Company.

(b)                                 Schedule 3.14(b) sets forth a list of all Employee Benefit Plans.  The Company has made available to Buyer, with respect to each Employee Benefit Plan, to the extent applicable, complete and correct copies of (i) each plan document, including any amendments thereto (or, in the case of any unwritten Employee Benefit Plan, a written summary of the terms of such Employee Benefit Plan), (ii) the summary plan description, (iii) the trust agreement, (iv) the three most recent Form 5500 Annual Reports, and (v) all related agreements, insurance Contracts and other agreements by which such Employee Benefit Plan is established, operated, administered or funded.  The Company has not announced or otherwise made a commitment to implement any arrangement that, if implemented, would be an Employee Benefit Plan.

(c)                                  The Company does not have any ERISA Affiliates or subsidiaries.

(d)                                 Each Employee Benefit Plan has been operated and administered in accordance with the terms of such Employee Benefit Plan and applicable Law, including ERISA and the Code, except to the extent that any noncompliance would not reasonably be expected to result in a material Liability to the Company.  With respect to each Employee Benefit Plan that is intended to meet requirements for tax-favored treatment under the Code, the term “applicable Law” shall include, without limitation, the provisions of the Code that provide for such tax-favored treatment.

(e)                                  Neither the Company nor any director, officer or Employee of the Company, nor, to the Knowledge of the Company, any other Person who participates in the operation of any Employee Benefit Plan has engaged in any transaction with respect to any Employee Benefit Plan, or breached any applicable fiduciary responsibility or obligation under Title I of ERISA that would subject any of them to a material penalty or Liability for prohibited transactions or breach of any obligations under ERISA or the Code or would result in any material claim being made under, by or on behalf of any such Employee Benefit Plan by any party with standing to make such a claim.

(f)                                   The Company has not incurred any material Liability or civil penalty under Sections 409, 402(i), 502(c) or 502(l) of ERISA or material Liability arising under Chapter 43 or Section 6652 of the Code with respect to any Employee Benefit Plan, and no Event has occurred and no condition or circumstance exists that could reasonably be expected to give rise to any such material Liability with respect to any Employee Benefit Plan.

(g)                                  There are no material actions, suits or claims pending or, to the Knowledge of the Company, threatened against or with respect to any Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits and appeals of denied claims) and no civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending, or to the Knowledge of the Company, threatened against

A-27

the Company or, to the Knowledge of the Company, any fiduciary of any Employee Benefit Plan with respect to any such Employee Benefit Plan. The Company has not received any written notice that any Employee Benefit Plan or any fiduciary thereof is presently the direct or indirect subject of any Action by any Governmental Authority, and to the Knowledge of the Company, no such Action has been threatened.

(h)                                 Schedule 3.14(g) separately identifies each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code.  Each such Employee Benefit Plan and each trust established in connection with each such Employee Benefit Plan (i) is the subject of a favorable determination letter issued by the Internal Revenue Service or (ii) was established by adoption of a prototype or volume submitter plan that is the subject of a favorable opinion letter issued by the Internal Revenue Service upon which the Company is permitted to rely, and, in either case, the remedial amendment period described in Section 401(b) of the Code applicable to any amendment of each such Employee Benefit Plan, prototype plan or volume submitter plan adopted after the date of such letter has not expired.  Since the date of each such determination or opinion letter, no Event has occurred that has resulted or is reasonably likely to result in the revocation of any such determination letter or the inability of the Company to rely on any such opinion letter or that is reasonably likely to adversely affect the qualified status of such Employee Benefit Plan or the exempt status of any such trust.  Sellers have delivered or made available to Buyer a true and complete copy of each such determination or opinion letter.

(i)                                     Except as set forth on Schedule 3.14(i), no Employee Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(41) of ERISA.  Each fund established in connection with an Employee Benefit Plan that is a welfare plan and that is intended to meet the requirements for a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code has at all relevant times met such requirements.  No Employee Benefit Plan provides for post-employment or retiree health, life insurance and/or other welfare benefits, and the Company has no obligation under any Employee Benefit Plan to provide any such benefits to any retired or former employees or active employees of the Company following such employee’s retirement or termination of service, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, codified as Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code, or any similar applicable Law.

(j)                                    The Company has delivered (or upon request will deliver) to Buyer a complete and accurate list of all Employees, which includes the name, principal work location, position and job title, hourly pay rate for hourly Employees, annual salary for salaried Employees, incentive compensation for those Employees who receive it, current status (full-time, part-time, temporary, seasonal, or other), accrued vacation and other paid time off, status as active or inactive, and whether classified as exempt or non-exempt under the Fair Labor Standards Act.  The Company has provided or will provide a complete and accurate list of all Persons who provide services to the Company on an independent contractor basis, together with a description of all agreements and arrangements covering their fees and other material terms. Except as set forth on Schedule 3.14(j), the Company has properly classified all Employees as exempt or non-exempt, as applicable, and to the Knowledge of the Company there are no liabilities to any former or current Employee for outstanding overtime pay, except as applicable to the current period which shall be properly accrued on the Closing Balance Sheet.

A-28

(k)                                 All employees of the Company have provided to the Company legally-required documentation evidencing their capacity to legally work in the United States, and the Contemplated Transactions will not affect the ability of these employees to legally work in the United States.

(l)                                     All Employees are employed on an at-will basis by the Company and may be terminated at any time with or without cause, and without any severance or other Liabilities to the Company, subject to obligations, if any, arising under applicable Laws or Employee Benefit Plans.  There has been no written representation made to any Employees that commits the Company or Buyer to retain them as employees for any period of time subsequent to the Closing.

(m)                             Except as set forth on Schedule 3.14(m), each individual who is classified by the Company as (i) an independent contractor or other non-Employee status, or (ii) an exempt or non-exempt Employee, is properly so classified for all purposes, including (A) Taxes, (B) eligibility to participate in Employee Benefit Plans and (C) applicable Laws governing the payment of wages.

3.15                        Labor Relations and Employment.  The Company is not subject to any collective bargaining agreement, and there is no collective bargaining agreement being negotiated by the Company.  To the Company’s Knowledge there is not pending any effort or campaign to organize employees into any labor union or organization or, demand for recognition via a card-check or otherwise, or any other request or demand from a union or labor organization for representative status with respect to any Employees, contractors and/or consultants retained by the Company.  During the three (3)-year period ending on the date hereof, the Company has not experienced, nor is there pending, nor to the Knowledge of the Company, is there threatened, any strike, organized slowdown, work stoppage, lockout, concerted refusal to work overtime, or other similar labor dispute affecting the Company.  The Company, in its best judgment, is and has been, with respect to the Employees, in compliance in all material respects with all applicable Laws and Orders with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, and workers’ compensation, and is not engaged in any unfair labor practices.  There is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any comparable Governmental Authority.  During the three (3)-year period ending on the date hereof, the Company has not initiated any plant or facility closing or mass layoff which would trigger any obligations under the WARN Act.

3.16                        Compliance with Laws.  Except as set forth on Schedule 3.16, the Company and (to the extent relating to the conduct of the Business by the Company) each Seller and their respective Affiliates are in compliance in all material respects with all Laws and Mortgage Loan Regulations applicable to the conduct of the Business.  Except as set forth on Schedule 3.16, neither the Company nor (to the extent relating to the conduct of the Business by the Company) any Seller or its respective Affiliates has received any written communication from any Governmental Authority, the substance of which has not been resolved, regarding any actual or potential material violation of, or failure to materially comply with, any Law or Mortgage Loan Regulation.

A-29

3.17                        Regulatory Matters.  Except as set forth on Schedule 3.17, none of Sellers, the Company, or, to the Company’s Knowledge, any of its officers, directors, Affiliates or Employees is (or in the last three (3) years has been), in connection with conduct of the Business by the Company, a party to or is subject to any suspension, debarment, outstanding order, decree, agreement, finding, memorandum of understanding or similar supervisory arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Investor, Insurer, Agency, or any Governmental Authority charged with the supervision or regulation of residential mortgage lenders or the supervision or regulation of the Company and its Employees (each, a “Regulatory Authority”).  Except as set forth on Schedule 3.17, to the Company’s Knowledge, no Originator, current or former officer, or other personnel of the Company has been indicted, arraigned, or convicted (or has been in the last three (3) years or currently is under investigation) for any criminal offenses or any fraudulent activity related to the origination, servicing, or sale of Mortgage Loans or the conduct of the Business.  Except as set forth on Schedule 3.17, except for normal examinations conducted by a Governmental Authority in the regular course of business of the Company, no Governmental Authority has initiated, or to the Knowledge of the Company, threatened, any proceeding or investigation into the business or operations of the Company that is ongoing or pending.  Except as set forth on Schedule 3.17, there is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or investigation of the Company or any Employee.

3.18                        Authorizations.  Except as set forth on Schedule 3.18, the Company and, to the Knowledge of the Company, its applicable Employees have all of the material Authorizations that are required to carry on the Business as presently conducted by the Company.  The Company is (i) an approved servicer or originator, seller/servicer or issuer, as applicable, of Mortgage Loans for HUD, USDA, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, FHA, RHS and VA, (ii) properly licensed and qualified to do business and in good standing in each jurisdiction in which such licensing and qualification is necessary to act as the servicer under any Servicing Agreement and applicable Law, and (iii) qualified to act as the servicer under each Servicing Agreement, and to the Company’s Knowledge no Event has occurred which would make the Company unable to comply in all material respects with all such eligibility requirements or which would require notification to HUD, USDA, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, FHA, RHS and VA.  Except as set forth on Schedule 3.18, the Company and, to the Knowledge of the Company, its applicable Employees have complied with all requirements in connection with such Authorizations in all material respects and such Authorizations are in full force and effect and, to the Knowledge of the Company, no suspension or cancellation of any of them has been threatened.  Neither the Company nor any Seller has received any written notice or other written communication from any Regulatory Authority that such Regulatory Authority intends to terminate or restrict the Company’s status as an approved participant in its programs involving the Business for which the Company is as of the date hereof registered, approved or authorized.  The Company is a member in good standing with Mortgage Electronic Registrations Systems, Inc. (“MERs”).

3.19                        Mortgage Loans and Pipeline Loans.

(a)                                 Origination, Sale and Servicing Practices.  Each Mortgage Loan originated by the Company was originated in all material respects in accordance with Mortgage Loan Regulations and Applicable Requirements, each as applicable.  Each Mortgage Loan assigned,

A-30

sold or serviced by the Company was assigned, sold and serviced in all material respects in accordance with Mortgage Loan Regulations and Applicable Requirements, each as applicable. Each Mortgage Loan originated by an Originator on behalf of, placed with, or assigned or sold to, the Company, was originated in all material respects in accordance with applicable Mortgage Loan Regulations and Applicable Requirements, each as applicable.  Each Mortgage Loan serviced by any subservicer on behalf of the Company, was, to the Company’s Knowledge, serviced in all material respects accordance with applicable Mortgage Loan Regulations and Applicable Requirements, as applicable.

(b)                                 Investor/Insurer Requirements.  To the Knowledge of the Company each Pipeline Loan conforms to Applicable Pipeline Requirements in all material respects, and to the Knowledge of the Company each Pipeline Loan is eligible for sale to, insurance by, or pooling to back securities issued or guaranteed by the applicable Investor to which the Pipeline Loan may be sold by the Company.  Except as set forth on Schedule 3.19(b), to the Knowledge of the Company no Pipeline Loan is committed to any Investor under circumstances that would provide for recourse against the Company other than due to breaches of customary representations, warranties and covenants provided in the corresponding loan purchase and sale agreements.

(c)                                  Compliance with Laws.  The Company and, to Company’s Knowledge, each Originator, have complied, in all material respects, with respect to the Pipeline Loans, with all Applicable Pipeline Requirements.  To Company’s Knowledge, each Originator of each Pipeline Loan was qualified to do business, and had all requisite licenses, permits and approvals (to the extent such Originator is required to hold such licenses, permits and approvals) in the states in which the properties associated with the Pipeline Loans are located, as well as the states in which the associated Mortgage Notes or Mortgages will be executed.

(d)                                 Interest Rate.  All interest rate locks on Pipeline Loans have been conducted and managed in the Company’s Ordinary Course of Business and consistent with customary mortgage banking practices.

(e)                                  Repurchase/Indemnification. None of the Pipeline Loans previously were rejected for purchase by any Investor or insurance by any Insurer.

3.20                        Risk Management Instruments.  Since January 1, 2012, all of the Company’s interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements (all of which are listed on Schedule 3.20), were entered into (i) in accordance with commercially reasonable business practices and all applicable Laws and (ii) with counterparties believed to be financially responsible at the time; and each of them constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles), and is in full force and effect.  The Company, and to the Company’s Knowledge any other party thereto, is not in breach of any of its obligations under such agreement or arrangement.

3.21                        Repurchase Obligations.  Except as set forth in Schedule 3.21, the Company is not subject to and has not been notified of any repurchase, indemnification, make-whole or

A-31

substantially similar obligation (each a “Repurchase Obligation”) with respect to any Previously Disposed of Mortgage Loan nor are there, to the Company’s Knowledge, any facts or circumstances which would reasonably be expected to give rise to any Repurchase Obligation.

3.22                        No Regulatory Impediment.  Except as set forth on Schedule 3.22, to the Knowledge of the Company, there are no facts relating to the Company, Sellers or the conduct of Business that might reasonably be expected to impair in any material respect the Company’s, or Buyer’s ability to obtain all consents, orders, authorizations, and approvals from Regulatory Authorities necessary for the consummation of the Contemplated Transactions or conduct of the Business after Closing.

3.23                        Taxes. Except as set forth on Schedule 3.23 hereto:

(a)                                 The Company has been and is a qualified Subchapter S corporation under the Code (and any similar provision of any state or local jurisdiction) since July 1, 2003.  The Company has properly made all elections and met all required obligations to be a qualified Subchapter S corporation under the Code (and any similar provision of any state or local jurisdiction).  The Company has timely filed, subject to permitted extensions, all material Tax Returns that it was required to file.  All such Tax Returns, including any uncertain tax position reported in such Tax Returns, were correct and complete and were prepared in compliance with all applicable Laws.  All material Taxes owed by the Company (whether or not shown or required to be shown on any Tax Return) have been paid. There are not any outstanding claims in a jurisdiction where the Company does not file material Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

(b)                                 The Company has withheld and paid all material Taxes and any other applicable withholdings required to have been withheld and paid in connection with any amounts paid or owing to any Employee, independent contractor, creditor, shareholder or other third party, and all forms required with respect thereto have been properly completed and timely filed.

(c)                                  No federal, state, local or foreign audits, examinations, investigations or other administrative proceedings or court proceedings are currently ongoing, pending or threatened with regard to any Taxes or Tax Returns of the Company.

(d)                                 The Company has not waived any statute of limitations in respect of Taxes and has not agreed to any extension of time with respect to a Tax assessment or deficiency.

(e)                                  The Company has no obligation to make a payment that is not deductible under Code Sections 280G or 162(m).

(f)                                   The Company has disclosed on its federal income Tax Returns all positions taken that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662.  The Company is not a party to any Tax allocation or sharing agreement.  The Company (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return; and (ii) has no Liability for the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any other similar provision of state, local or non-U.S. law), as a transferee or successor, by Contract or otherwise.

A-32

3.24                        Insurance.  The Company has previously disclosed all material insurance Contracts and policies of insurance relating to the Business (other than title insurance policies or insurance policies relating principally to the Pipeline Loans) that name the Company as an insured party thereunder.  All such insurance Contracts and insurance policies are in full force and effect, the Company is not in default thereunder, and all claims thereunder have been filed in due and timely fashion.

3.25                        Environmental Matters.  Except as set forth on Schedule 3.25 hereto:

(a)                                 The Company has all Authorizations required for the conduct of the Business as presently conducted under applicable Environmental Laws (“Environmental Permits”) and is in compliance in all material respects with all terms and conditions of such Environmental Permits and all applicable Environmental Laws.

(b)                                 The Company has not received any written communication concerning any violation or alleged violation by the Company of any Environmental Law or any alleged Liability of the Company involving the presence of or exposure to any Hazardous Substance.  There are no Orders outstanding, or any Actions pending, relating to compliance by the Company with or any Liability under any Environmental Law affecting the Company.

3.26                        Exclusivity of Representations.   EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, (A) NEITHER THE COMPANY NOR ANY OTHER PERSON, MAKES, OR HAS MADE, ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY, ITS BUSINESS OR OPERATIONS OR (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS AS SET FORTH IN ARTICLE IV) OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE ESCROW AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (B) NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY OR ITS BUSINESSES OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING AS HAVING BEEN AUTHORIZED BY THE COMPANY, AND (C) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR ANY OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING, INCLUDING ANY MATERIALS OR INFORMATION MADE AVAILABLE IN THE ELECTRONIC DATA ROOM HOSTED BY OR ON BEHALF OF THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN CONNECTION WITH PRESENTATIONS BY THE COMPANY’S MANAGEMENT, ARE NOT AND SHALL NOT BE DEEMED TO BE OR INCLUDE REPRESENTATIONS OR WARRANTIES UNLESS AND TO THE EXTENT ANY SUCH MATERIALS OR INFORMATION IS THE SUBJECT OF ANY EXPRESS REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE III OR ARTICLE IV.   NOTHING IN THIS SECTION 3.26 SHALL LIMIT OR BE CONSTRUED TO LIMIT BUYER’S RIGHTS AND REMEDIES IN THE CASE OF FRAUD.

A-33

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date, except as set forth on the Disclosure Schedules, as follows:

4.1                               Organization and Authority.  This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by such Seller, and, assuming the due execution by Buyer of this Agreement and the Escrow Agreement, constitute the legal, valid and binding obligations of such Seller, enforceable against it in accordance with their terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity.

4.2                               Ownership of Purchased Shares.  Such Seller is the legal and beneficial owner of all right, title and interest in and to the Purchased Shares that such Seller will sell to Buyer pursuant to this Agreement, free and clear of any Encumbrances (other than those Encumbrances created by Buyer or under applicable Securities Laws).  Other than as set forth on Schedule 3.2(b), or in the Articles of Incorporation or the Shareholder Agreement, there are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of such Seller’s Purchased Shares.  There are no restrictions upon, or obligations with respect to, the voting or transfer of such Seller’s Purchased Shares.  Upon completion of the Contemplated Transactions, Buyer will acquire good and marketable title to the Purchased Shares from such Seller, free and clear of all Encumbrances (other than Encumbrances created by Buyer or under applicable Securities Law).  Such Seller has no Liabilities or obligations to any prior holder of the Company’s capital stock or any prior holder of rights to acquire any of the Company’s capital stock pursuant to any Contract with such Seller or otherwise.

4.3                               No Conflict.

(a)                                 The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the Contemplated Transactions will not:

(i)                                     assuming the receipt of the Company Governmental Approvals, violate any provision of Law to which such Seller is subject or conflict with any Order applicable to such Seller; or

(ii)                                  assuming the receipt of the Company Third Party Consents, violate, breach or constitute a default (with or without notice or lapse of time or both) under or give rise to a right of termination, cancellation or acceleration of any right, remedy or obligation of such Seller with respect to any Contract to which such Seller is a party which violation, breach or default would reasonably be expected to result in a Company Material Adverse Effect.

(b)                                 Except for the Company Governmental Approvals, the execution, delivery and performance by such Seller of this Agreement, the Escrow Agreement and the consummation by such Seller of the Contemplated Transactions do not require any consent from,

A-34

registration, declaration or other filing with or approval or authorization of any Regulatory Agency by or with respect to such Seller.

(c)                                  Assuming receipt of the Company Third Party Consents and Company Governmental Approvals, the execution, delivery and performance by such Seller of this Agreement, the Escrow Agreement and the consummation by such Seller of the Contemplated Transactions do not require any consent from, registration, declaration or other filing with or approval or authorization of any third party by or with respect to such Seller.

4.4                               Registration; Investment.

(a)                                 Such Seller has been furnished with all materials relating to the business, finances and operations of Buyer that have been reasonably requested by such Seller.  Such Seller understands that its investment in respect of the shares of JGW Stock to be acquired in connection with payment of the Stock Purchase Price involve a high degree of risk.  Such Seller (i) is able to bear the economic risk of an investment in the shares of JGW Stock to be acquired in connection with payment of the Stock Purchase Price including a total loss, (ii) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the shares of JGW Stock to be acquired in connection with payment of the Stock Purchase Price, and (iii) has had an opportunity to ask questions of and receive answers from the Representatives of Buyer concerning the financial condition and business of Buyer and other matters related to an investment in Buyer.  Such Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the shares of JGW Stock to be acquired in connection with payment of the Stock Purchase Price.

(b)                                 Each Seller confirms that he or she is not relying on any communication (written or oral) from Buyer or any of its Affiliates or Representatives, as investment advice or as a recommendation to purchase the JGW Stock.  It is understood that information and explanations related to the terms and conditions of the JGW Stock provided by Buyer or any of its Affiliates or Representatives shall not be considered investment advice or a recommendation to purchase the JGW Stock, and that none of Buyer nor any of its Affiliates or Representatives is acting or has acted as an advisor to any Seller in deciding to invest in the JGW Stock.  Each Seller acknowledges that none of Buyer nor any of its Affiliates or Representatives has made any representation regarding the suitability of the JGW Stock for investment.  Each Seller understands that no federal or state agency has passed upon the merits or risks of an investment in the JGW Stock or made any finding or determination concerning the fairness or advisability of such an investment.

4.5                               Litigation.  No Actions are pending (or to such Seller’s Knowledge threatened in writing) against such Seller.

4.6                               Compliance with Laws.  Such Seller is in compliance in all material respects with all Laws applicable to such Seller.  Such Seller has not received any written communication from any Governmental Authority, the substance of which has not been resolved, regarding any actual or potential material violation by such Seller of, or failure of such Seller to comply with, any Law.

A-35

4.7                               Exclusivity of Representations.   EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE III THAT EXPRESSLY RELATE TO THE SELLERS AND  THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, (A) NONE OF SELLERS OR ANY OTHER PERSON MAKES, OR HAS MADE, ANY REPRESENTATION OR WARRANTY RELATING TO SELLERS IN CONNECTION WITH THIS AGREEMENT, THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, (B) NO PERSON HAS BEEN AUTHORIZED BY ANY OF SELLERS TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLERS IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING AS HAVING BEEN AUTHORIZED BY SELLERS AND (C) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR ANY OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING, INCLUDING ANY MATERIALS OR INFORMATION MADE AVAILABLE IN THE ELECTRONIC DATA ROOM HOSTED BY OR ON BEHALF OF THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN CONNECTION WITH PRESENTATIONS BY THE COMPANY’S MANAGEMENT, ARE NOT AND SHALL NOT BE DEEMED TO BE OR INCLUDE REPRESENTATIONS OR WARRANTIES UNLESS AND TO THE EXTENT ANY SUCH MATERIALS OR INFORMATION IS THE SUBJECT OF ANY EXPRESS REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE III OR ARTICLE IV; PROVIDED THAT NOTHING IN THIS SECTION 4.7 SHALL LIMIT OR BE CONSTRUED TO LIMIT BUYER’S RIGHTS AND REMEDIES IN THE CASE OF FRAUD.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

Except as disclosed in any forms, statements, documents, schedules or reports filed by Buyer with, or furnished to, the SEC and made publicly available on the ▇▇▇▇▇ system during the two (2) years prior to the date of this Agreement (excluding any disclosures set forth therein in the sections entitled “Risk Factors” or “Forward-Looking Statements” and any other predictive or forward-looking statements set forth in other sections of such filings) and the Disclosure Schedules, Buyer represents and warrants to Sellers as of the date hereof and as of the Closing Date as follows:

5.1                               Organization, Standing and Corporate Power.  Buyer is duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite corporate, company or partnership power and authority to carry on its business as presently conducted. Buyer is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing would not,

A-36

individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

5.2                               Authority.  Buyer has all corporate power and corporate authority to enter into this Agreement and to consummate the Contemplated Transactions.  All necessary corporate action and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions have been duly taken.  This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by or on behalf of Buyer and, assuming the due execution by the Company and Sellers of this Agreement and the Escrow Agreement, constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity.

5.3                               No Conflict.

(a)                                 Except as set forth on Schedule 5.3(a), the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the Contemplated Transactions will not:

(i)                                     violate or conflict with the organizational documents of Buyer;

(ii)                                  assuming the receipt of the Buyer Governmental Approvals, violate any provision of Law to which Buyer is subject or violate or conflict with any Order applicable to Buyer; or

(iii)                               violate, breach or constitute a default (with or without notice or lapse of time or both) under or give rise to a right of termination, cancellation or acceleration of any right, remedy or obligation under any term or provision of any material Contract to which Buyer is a party which breach could reasonably be expected to result in a Buyer Material Adverse Effect.

(b)                                 Except for the notices or consents listed on Schedule 5.3(b) (the “Buyer Governmental Approvals”), the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the Contemplated Transactions do not require any consent from, registration, declarations or other filing with or approval or authorization of any Agency or other Governmental Authority by or with respect to Buyer.

(c)                                  Except for notices or consents listed on Schedule 5.3(c) (the “Buyer Third Party Consents”), the execution, delivery and performance by Buyer of this Agreement, the Escrow Agreement and the consummation by Buyer of the Contemplated Transactions do not require any consent from, registration, declaration or other filing with or approval or authorization of any third party by or with respect to Buyer.

A-37

5.4                               Buyer SEC Documents; Financial Statements.

(a)                                 The audited consolidated financial statements and the unaudited quarterly financial statements of Buyer included in all reports, schedules, forms, statements and other documents required to be filed by Buyer with the SEC in the last two (2) years, when filed, or in any amended filing, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) during the periods and as of the dates involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which adjustments are expected to be material).

(b)                                 Since the date of filing of Buyer’s latest report on Form 10-Q, Buyer has not suffered a Buyer Material Adverse Effect.

5.5                               JGW Stock.  All shares of JGW Stock to be delivered to each Seller in connection with payment of the Stock Purchase Price at Closing will be duly authorized and validly issued, and fully paid and nonassessable.  Upon consummation of the Contemplated Transactions, each Seller will be the owner of the JGW Stock to be delivered to such Seller in connection with payment of the Stock Purchase Price at Closing, which in the hands of such Seller, will be free and clear of all Encumbrances created by Buyer, except with respect to those arising under applicable Securities Laws.

5.6                               Financing.  Buyer has, and will have as of the Closing, sufficient cash available to pay any expenses incurred by Buyer in connection with the Contemplated Transactions and the Final Cash Purchase Price.

5.7                               Solvency.  Buyer is not entering into this Agreement or the Contemplated Transactions with the intent to hinder, delay or defraud either present or future creditors.  After giving effect to the Contemplated Transactions, at and immediately after the Closing, Buyer will be solvent and will have adequate capital and liquidity with which to engage in its businesses on a consolidated basis.

5.8                               Acquisition of Interests for Investment.  Buyer has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its participation in the Contemplated Transactions.  Buyer is acquiring the Purchased Shares for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling capital stock of the Company.  Buyer understands and agrees that the Purchased Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.

5.9                               Brokers and Other Advisors. No agent, broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s or financial advisor’s fee, commission

A-38

or any other similar fee from Buyer or any of its Affiliates in connection with the consummation of the Contemplated Transactions.

5.10                        No Regulatory or Agency Impediment.  To Buyer’s Knowledge, there is no fact relating to Buyer’s consolidated business, operations, financial condition or legal status, or its employees, officers or directors, that might reasonably be expected to impair in any material respect its ability to obtain all consents, orders, authorizations, and approvals from any Governmental Authority necessary for the consummation of the Contemplated Transactions within the time period contemplated by this Agreement.

5.11                        Exclusivity of Representations.   EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V, (A) BUYER DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY RELATING TO BUYER IN CONNECTION WITH THIS AGREEMENT, THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND (B) NO PERSON HAS BEEN AUTHORIZED BY BUYER TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO BUYER IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON BY THE COMPANY OR ANY SELLER, OR ANY OF THEIR AFFILIATES, OR THE REPRESENTATIVES OF ANY OF THE FOREGOING AS HAVING BEEN AUTHORIZED BY BUYER; PROVIDED THAT NOTHING IN THIS SECTION 5.11 SHALL LIMIT OR BE CONSTRUED TO LIMIT SELLERS’ RIGHTS AND REMEDIES IN THE CASE OF FRAUD.

ARTICLE VI
COVENANTS

6.1                               Covenants of the Company.  The Company hereby covenants and agrees as follows:

(a)                                 Pre-Closing Access.  Prior to the Closing, the Company shall (i) give Buyer and its Representatives reasonable access to the Company’s personnel, books, records, offices and other facilities and properties of the Company during mutually agreeable business hours for the purpose of facilitating the Contemplated Transactions, and (ii) furnish to Buyer and its Representatives such information concerning the Company and the Business which is reasonably requested, and all such information provided to or received by Buyer and its Representatives shall be subject to the Confidentiality Agreement; provided, however, that any such access shall be granted at reasonable times during normal business hours, with advance notice to the Company of at least two (2) Business Days, and Buyer, on behalf of itself and its Representatives, agrees that any such access shall be conducted in such a manner as not to interfere with the normal business operations of the Company. In no event shall Buyer, nor shall it permit any of its Affiliates or their respective Representatives to, speak to or otherwise communicate with any employee, loan officer, customer, lender or other business relation of the Company without the prior written consent of Sellers, and any such communications permitted by Sellers shall be made in the presence of a designated representative of the Company. No investigation by Buyer or its Representatives pursuant to this Section 6.1(a) shall affect or be deemed to modify any representation or warranty made by the Company or any Seller herein or

A-39

create or constitute any new representation or warranty of the Company or any Seller or any other Person.

(b)                                 Ordinary Conduct. From and after the date hereof and prior to the Closing Date or earlier termination of this Agreement, except (w) as consented to in writing by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, (x) to the extent required to comply with any Law or Applicable Requirements, (y) as set forth on Schedule 6.1(b), or (z) as otherwise contemplated by this Agreement, the Company shall:

(i)                                     conduct the Business in the Ordinary Course of Business;

(ii)                                  use commercially reasonable efforts to (A) maintain the Company’s corporate or other existence in good standing, (B) preserve its business organization in a commercially reasonable manner, (C) retain the Employees, (D) maintain business and accounting records relative to the Business at least as complete and accurate as is consistent with past practice, (E) preserve the goodwill of the suppliers, customers and others having substantial business dealings with the Company; (F) maintain the Company’s assets in good condition and repair, subject to ordinary wear and tear, (G) maintain procedures for protection of Company Intellectual Property, and (H) maintain presently existing insurance coverages with respect to the Business;

(iii)                               not enter into, amend or terminate any Material Contract except in the Ordinary Course of Business or as required by applicable Law;

(iv)                              not increase its work force except in the Ordinary Course of Business and not grant any salary, wage or compensation increase or increase any employee benefit for any Employee (including incentive, commission or bonus payments), except in either case in the Ordinary Course of Business or to satisfy contractual obligations existing as of the date hereof, which such Contracts containing such obligations have been disclosed to Buyer;

(v)                                 not sell, transfer, assign, pledge, lease, license or otherwise dispose of or encumber any of the Company’s assets in one transaction or a series of related transactions having a value in excess of $150,000, excluding the sale or financing of Mortgage Loans, real estate owned, or rights to service Mortgage Loans in the Ordinary Course of Business;

(vi)                              not cancel any debt or waive or compromise any claim or right relating to the Business in one transaction or a series of related transactions, in each case, having a value in excess of $150,000, other than compromising or waiving claims associated with routine borrower litigation and foreclosure processes;

(vii)                           not make any capital expenditure or commitment for capital expenditures in excess of $250,000;

(viii)                        not incur, assume or Guarantee or otherwise become responsible for any Indebtedness in excess of $250,000, excluding any advances made in the

A-40

Ordinary Course of Business in connection with the warehouse loan and credit agreements and repurchase agreements underlying the Warehouse Credit Facilities;

(ix)                              not enter into any joint venture, partnership or other similar arrangement, form any other new material arrangement in respect of the conduct of its Business or purchase any material assets or securities of any Person;

(x)                                 not terminate, cancel or amend any material insurance coverage with respect to the assets or activities of the Business which is not replaced by an adequate amount of insurance coverage at cost not materially exceeding the cost of the applicable terminated, cancelled, or amended insurance coverage;

(xi)                              not merge or consolidate with or into any other Person or permit any other Person to merge or consolidate with or into it;

(xii)                           except as necessary in order to comply with applicable Laws, Applicable Requirements, or this Agreement, not make any material changes in its policies and practices with respect to (A) underwriting, pricing, originating, acquiring or buying or selling rights to Service Mortgage Loans or (B) hedging the Pipeline Loans;

(xiii)                        not make any changes to its accounting methods, practices or policies, except as may be required under Law, Applicable Requirements, or GAAP, in each case as concurred in by the Company’s independent public accountant;

(xiv)                       not settle or consent to the settlement of any action filed or otherwise instituted against it, any Affiliate, or any officer or director of it or any Affiliate, or related to the Company’s Business, if such settlement would contain any material adverse relief against the Company or would otherwise materially adversely affect the Company’s assets, the Business, or Company’s operation of the Business;

(xv)                          not enter into any new master loan sale agreements with any Investors, or originate any new loan products or materially modify any existing loan products;

(xvi)                       maintain all existing state and federal governmental licenses, permits, registrations, consents and approvals necessary to operate the Business;

(xvii)                    not declare or pay any dividend on its capital stock, unless after such declaration or payment, the Total Equity of the Company is equal to or greater than the Total Equity Threshold;

(xviii)                 not (A) issue any capital stock or other equity interests, or rights, warrants or options to purchase its capital stock or other equity interests, (B) split, combine or reclassify any of its capital stock or other equity interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of its capital stock or other equity interests, or any other securities thereof or any rights, warrants or options to acquire any such shares, interests or other securities;

A-41

(xix)                       not amend its Articles of Incorporation or Bylaws;

(xx)                          not make any material tax election or settle or compromise any material Liability for Taxes, or agree to an extension of a statute of limitations for Taxes;

(xxi)                       not change an annual accounting period or surrender any right to claim a refund of taxes:

(xxii)                    engage in any transaction with, or enter into any agreement, arrangement or understanding with, directly or indirectly, any Seller or any Affiliate, or make any payment or distribution to any Affiliate (other than payments in the Ordinary Course of Business for services as an officer, director or Employee of the Company);

(xxiii)                 enter into, establish, adopt or amend (except as may be required by applicable Law) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any current or former director, officer, employee or other service provider of or to the Company or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder;

(xxiv)                other than in the Ordinary Course of Business, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith) all or any portion of, the assets, business, deposits or properties of any other entity;

(xxv)                   close or relocate any offices at which the Business is conducted or open any new offices; and

(xxvi)                not agree to do any of the foregoing.

(c)                                  It is acknowledged and agreed by the Parties hereto that, subject to the Company providing two (2) Business Days’ advance written notice to Buyer, taking any of the following actions by the Company shall not constitute a breach of any of the provisions of Section 6.1(b) or require Buyer’s consent: (A) any decrease in the financing commitment amount under any Warehouse Credit Facility of no more than 15% of such financing commitment amount, or (B) any increase in the financing commitment available under any Warehouse Credit Facility of no more than 15% of such financing commitment amount.

(d)                                 It is acknowledged and agreed by the Parties hereto that, subject to the Company complying with the provisions of this Section 6.1(d) and Section 9.2(q), the Company entering into a binding subservicing agreement to replace the Subservicing Agreement shall not constitute a breach of any of the provisions of Section 6.1(b) or require Buyer’s consent.  Prior to execution of the successor subservicing agreement, the Company shall notify Buyer and provide Buyer with a copy of the Subservicing Agreement together with all schedules and exhibits thereto as then in effect, a copy of the proposed successor subservicing agreement together with all exhibits and schedules thereto and such calculations, data, spreadsheets or other reasonably

A-42

detailed documentation sufficient to support the Company’s position that the closing conditions set forth in Sections 9.2(q)(i), (ii) and (iii) would be satisfied upon execution of the proposed successor subservicing agreement (collectively, the “Subservicing Documentation”).  Upon receipt of the Subservicing Documentation, Buyer shall have ten (10) Business Days to review and notify the Company in writing if such Subservicing Documentation fails, or is insufficient, to establish that the proposed successor subservicing agreement would satisfy the requirements of Sections 9.2(q)(i), (ii) and (iii) if executed, which reply notice shall include a reasonably detailed explanation of Buyer’s position (the “Comments Notice”).  If Buyer delivers the Comments Notice to the Company within such ten (10) Business Day period, the Parties shall negotiate in good faith required changes to the proposed successor subservicing agreement within ten (10) Business Days of the delivery of the Comments Notice, and any subsequent version of the proposed successor subservicing agreement acceptable to the counterparty to such proposed successor subservicing agreement shall be provided to Buyer and be subject to the terms of this Section 6.1(d).  If Buyer agrees that the proposed successor subservicing agreement would satisfy the terms of Sections 9.2(q)(i), (ii) and (iii) if executed, then Buyer shall confirm to the Company, within ten (10) Business Days of the date on which Buyer received the Subservicing Documentation, that the closing conditions set forth in Sections 9.2(q)(i), (ii) and (iii) will be deemed satisfied upon execution by the Company and the applicable counterparty of the successor subservicing agreement in the form delivered to Buyer with the Supporting Documentation.  If Buyer fails to deliver the Comments Notice (or fails to include a reasonably detailed explanation of its position in the Comments Notice), or otherwise fails to communicate its acceptance of the proposed subservicing agreement, to the Company within ten (10) Business Days of the date on which Buyer received the Subservicing Documentation, then the Company shall again notify the Buyer and provide Buyer with another copy of the Subservicing Documentation.  Upon receipt of such second notice and Subservicing Documentation, Buyer shall have five (5) Business Days to review and either (i) provide the Company with a Comments Notice, in which case the Parties shall negotiate in good faith required changes to the proposed successor subservicing agreement within ten (10) Business Days of the delivery of the Comments Notice, and any subsequent version of the proposed successor subservicing agreement acceptable to the counterparty to such proposed successor subservicing agreement shall be provided to Buyer and be subject to the terms of this Section 6.1(d), or (ii) notify the Company that Buyer agrees that the proposed successor subservicing agreement would satisfy the terms of Sections 9.2(q)(i), (ii) and (iii) if executed, in which case the closing conditions set forth in Sections 9.2(q)(i), (ii) and (iii) will be deemed satisfied upon execution by the Company and the applicable counterparty of the successor subservicing agreement in the form delivered to Buyer with the Supporting Documentation.  If Buyer fails to deliver the Comments Notice after this second opportunity or otherwise notify the Company of its acceptance of the proposed subservicing agreement within such five (5) Business Day period, the closing conditions set forth in Sections 9.2(q)(i), (ii) and (iii) shall be deemed satisfied upon execution by the Company and the applicable counterparty of the successor subservicing agreement in the form delivered to Buyer with the Supporting Documentation.

6.2                               Cooperation; Efforts to Close.

(a)                                 Each of Buyer and the Company shall use its reasonable best efforts to take such actions and do such things reasonably necessary, proper, or advisable to consummate the Contemplated Transactions, make effective, and comply with all of the terms of this

A-43

Agreement (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in Article IX and including finalizing the successor subservicing agreement pursuant to Section 6.1(d)).  Each of Buyer and the Company shall reasonably cooperate with the other Party in connection with all actions to be taken in connection with the foregoing sentence (including satisfaction, but not waiver, of the Closing conditions for which it is responsible or otherwise in control, as set forth in Article IX).

(b)                                 Each of Buyer and the Company shall keep the other Party apprised of the status of matters relating to the completion of the Contemplated Transactions and work cooperatively in connection with obtaining the requisite consents of each applicable Governmental Authority, Agency and third party, including:

(i)                                     cooperating with each other in connection with filings under applicable Laws or Applicable Requirements in connection with the Contemplated Transactions;

(ii)                                  furnishing to the other Party all information within its possession that is required for any notification or other filing to be made by the other Party pursuant to applicable Laws or Applicable Requirements in connection with the Contemplated Transactions;

(iii)                               promptly notifying each other of any communications from or with any Governmental Authority or Agency with respect to the Contemplated Transactions;

(iv)                              using commercially reasonable efforts to respond within five (5) Business Days (but in all events as soon as reasonably practicable) to any request by a Governmental Authority or Agency for information with respect to the Contemplated Transactions;

(v)                                 not agreeing to participate in any meeting with any Governmental Authority or Agency in connection with proceedings under or relating to applicable Laws or Applicable Requirements in connection with the Contemplated Transactions, unless it consults with the other Party in advance, and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and

(vi)                              consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to applicable Laws or Applicable Requirements in connection with the Contemplated Transactions.

(c)                                  Notwithstanding the foregoing or anything else in this Agreement to the contrary, no Party shall have any obligation to offer or pay any consideration (other than customary filing or processing fees with Governmental Authorities or Agencies) in order to obtain any consents, approvals or authorizations referred to in this Section 6.2.

A-44

6.3                               Publicity.  None of Buyer, Company or Sellers shall issue any press release or other public announcement, or otherwise communicate with the media, concerning the Contemplated Transactions without the prior consent of the other Parties hereto, except as such release or announcement may be required by Law, in which case the disclosing Party shall notify the other Parties hereto and, to the extent possible, allow such other Parties reasonable time to comment on such release or announcement in advance of such issuance.

6.4                               Further Assurances.   On and after the Closing Date, and for no further consideration, the Parties will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the provisions hereof or to more effectively complete the Contemplated Transactions.

6.5                               No Solicitation.  Sellers shall immediately cease and cause to be terminated any activities, discussions or negotiations commenced prior to the date of this Agreement with any parties other than Buyer with respect to the sale of the Company or any material portion of the Company’s assets and shall not initiate or engage in any activities, discussions or negotiations after the date hereof with any third party regarding the foregoing.

6.6                               Notification of Certain Matters.   Each Party shall promptly notify the other Parties of any Action that shall be instituted or, to the Knowledge of such Party, threatened against such Party to restrain, prohibit or otherwise challenge the legality or validity of any of the Contemplated Transactions.  Sellers and the Company may, from time to time prior to or at the Closing, by notice to Buyer, supplement, amend or create any Disclosure Schedule, in order to add information or correct information provided on such Disclosure Schedule (each such notice, a “Schedule Update”).  Notwithstanding anything to the contrary in this Agreement, if, concurrently with the delivery of such Schedule Update, the Company informs Buyer in writing that, as a result of any matter or matters set forth in such Schedule Update the conditions set forth in Section 9.2(a) will not be satisfied at the Closing, Buyer shall have the right to terminate this Agreement pursuant to Section 11.3(a)(iv) within fifteen (15) Business Days following its receipt of such Schedule Update.  If Buyer fails to terminate this Agreement within such fifteen (15) Business Day period, then such Schedule Update shall amend the Disclosure Schedules (including the underlying representations and warranties) for purposes of Section 9.2(a) and Buyer will be deemed to have waived any right to indemnification pursuant to this Agreement with respect to the matter or matters set forth in such Schedule Update.  For the avoidance of doubt, a Schedule Update shall not operate to amend the Disclosure Schedules in any respect or for any purpose if concurrently with the delivery of such Schedule Update, the Company does not inform Buyer in writing that, as a result of any matter or matters set forth in such Schedule Update, the conditions set forth in Section 9.2(a) will not be satisfied at the Closing.

6.7                               Release of Personal Guarantees.  Schedule 6.7 lists all personal guarantees of Sellers (“Personal Guarantees”) in respect of obligations of the Company.  Prior to Closing, the Company shall send a written request to each counterparty of each of the Personal Guarantees requesting that the applicable Seller be released from such Personal Guaranty upon consummation of the Contemplated Transactions and Buyer shall take reasonable best efforts to cause such counterparties to fully release Sellers from any and all obligations under the Personal Guarantees and any other personal guarantees provided by Sellers for the benefit of the Company, effective as of the Closing.

A-45

6.8                               Waivers of Certain Rights.  Each Seller and the Company hereby waive all rights of first refusal, rights of first offer, repurchase rights, redemption rights and all other similar rights in favor of such Parties with respect to their equity securities in the Company that may be triggered by the Contemplated Transactions, whether set forth in the Articles of Incorporation, Shareholder Agreement or any other Contract.

6.9                               Indemnification and Insurance; Modifications to Organizational Documents of the Company.

(a)                                 Buyer shall cause the Company to maintain in effect for six (6) years from the Closing Date directors’ and officers’, fiduciary and employment practices liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’, fiduciary and employment practices liability insurance policy on terms not materially less favorable than those of such existing insurance coverage and on terms that are customary and appropriate for the Business, or a prepaid policy providing similar coverage.

(b)                                 Buyer agrees that all rights to indemnification and exculpation from liability for acts and omissions occurring at or prior to the Closing Date and rights to advancements of expenses relating thereto now existing in favor of the current or former directors, managers, officers, employees, equity holders and agents of the Company (the “Company Agents”) as provided in the Company’s organizational documents (including its Articles of Incorporation and Bylaws) shall survive the Contemplated Transactions and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Company Agent.

(c)                                  In the event that Buyer, the Company, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Buyer shall ensure that such Person assumes the obligations set forth in this Section 6.9; it being understood that such assumption shall not relieve Buyer of its obligations hereunder.

6.10                        Repurchase Reports; Sale of Repurchased Loans. From the Closing through expiration of the General Survival Period, Buyer shall, and shall cause the Company to, provide Sellers with (a) regular (at least monthly) reports of repurchase and indemnity claims made against the Company and involving any Previously Disposed of Mortgage Loans, (b) access to the personnel of Buyer and/or the Company responsible for handling such repurchase and indemnity claims, and (c) access to the systems and databases of Buyer and/or the Company that contain information on such repurchase and indemnity claims, provided that Buyer shall, and shall cause the Company to, provide Sellers with access to such personnel and information after expiration of the General Survival Period to the extent related to any pending indemnification claim under Section 10.2(c) and then only for the pendency of any such claim.  Sellers shall be entitled to review and discuss with Buyer and/or the Company any responses to repurchase and indemnity claims before such responses are delivered to the applicable party and the Company and Buyer shall incorporate any reasonable comments by Sellers.

A-46

6.11                        Registration Statement.  Buyer shall promptly prepare and file with the SEC (in no event more than 30 days after the date hereof) the Buyer Form S-4 Registration Statement.  Buyer shall: (a) cause the Buyer Form S-4 Registration Statement to comply with the applicable rules and regulations promulgated by the SEC; and (b) provide Sellers (and their counsel) with a reasonable opportunity to review and comment on the Buyer Form S-4 Registration Statement (and any amendment thereto) prior to filing the Buyer Form S-4 Registration Statement with the SEC.  Buyer shall use reasonable best efforts to: (i) respond promptly to any comments made by the SEC with respect to the Buyer Form S-4 Registration Statement after consultation with Sellers (and their counsel); and (ii) have the Buyer Form S-4 Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as practicable after it is filed with the SEC (it being understood that Buyer shall use reasonable best efforts to cause the Buyer Form S-4 Registration Statement to become effective under the Securities Act prior to the Termination Date).  The Company and Sellers shall (A) promptly furnish Buyer information concerning such party that may be required or reasonably requested in connection with the preparation and filing of the Buyer Form S-4 Registration Statement or in connection with the preparation and filing of any response to SEC comments, (B) notify Buyer as promptly as practicable upon becoming aware of any event or circumstance that should be described in the Buyer Form S-4 Registration Statement or an amendment or supplement thereto, and (C) otherwise cooperate as reasonably requested by Buyer in connection with the preparation and filing of the Buyer Form S-4 Registration Statement, supplements and amendments thereto and related responses to SEC comments.  Buyer shall ensure that, other than information provided by the Company or Sellers in accordance with the immediately preceding sentence, none of the information included in the Buyer Form S-4 Registration Statement will, at the time the Buyer Form S-4 Registration Statement is filed with the SEC or at the time it, or any amendment or supplement thereto, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and the Company and Sellers shall ensure that none of the information provided by the Company or Sellers for inclusion in the Buyer Form S-4 Registration Statement will, at the time the Buyer Form S-4 Registration Statement is filed with the SEC or at the time it, or any amendment or supplement thereto, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.  The parties hereto acknowledge and agree that the filing of the Buyer Form S-4 Registration Statement and such Buyer Form S-4 Registration Statement becoming effective prior to the Closing are material and important to the Sellers and without such terms, the Sellers would not have entered into this Agreement.

ARTICLE VII
EMPLOYEES

7.1                               Employees; Employee Benefit Plans.

(a)                                 Except as otherwise required by applicable Law, after the Closing Date, the Company shall have no obligation to continue the employment or retain the services of any Employee for any period of time following the Closing Date.  Buyer shall be entitled to modify any compensation or benefits provided to any Employee and any other terms or conditions of

A-47

employment with any Employee in its sole discretion.  Notwithstanding the foregoing, Buyer intends that as of the Closing Date the Company will provide Employees with health and welfare benefits similar to those benefits that Buyer provides to its similarly situated employees as of the date hereof.  Nothing contained in this Agreement shall be construed as an offer of employment or contract between Buyer and any Employee.

(b)                                 Without limiting the scope of this Section 7.1, Buyer shall cause the Company to arrange for each Employee (and his or her “eligible dependents,” as defined in the Employee Benefit Plans) to be covered immediately following the Closing Date by a group health plan that provides health benefits (within the meaning of Section 5000(b)(1) of the Code) that (i) does not limit or exclude coverage on the basis of any pre-existing condition of any Employees or their dependents (other than any limitation already in effect under the Company’s group health plan), and (ii) provide each Employee full credit, for the year during which the Closing occurs, for any deductible already incurred by the Employee under the Company’s group health plan and for any other out-of-pocket expenses that count against any maximum or minimum out-of-pocket expense provision of the Company’s group health plan or medical plan.

(c)                                  Buyer shall cause the Company to make any filings and shall deliver any notices required in connection with the Contemplated Transactions under the WARN Act, or any similar state or local law so that the Company shall have no Liability under the WARN Act or any similar state or local Law as a result of the Contemplated Transactions.  Buyer shall be solely responsible for any Liability under the WARN Act or any similar state or local Law, to any employee of the Company who is found to have suffered an “employment loss” under the WARN Act after the Closing, and any and all other Liabilities arising out of or resulting from any such employment loss or Buyer’s failure to cause the Company to employ such employees, serve sufficient notice, or provide pay in lieu of notice pursuant to the WARN Act or any similar state or local Law.  Subject to the limitations set forth in Section 10.5, Sellers shall be solely responsible for any Liability under the WARN Act or any similar state or local Law, to any employee of the Company who is found to have suffered an “employment loss” under the WARN Act before the Closing, and any and all other Liabilities arising out of or resulting from any such employment loss prior to the Closing or Sellers’ failure prior to the Closing to cause the Company to employ such employees, serve sufficient notice, or provide pay in lieu of notice pursuant to the WARN Act or any similar state or local Law.

(d)                                 Nothing in this Section 7.1 is intended to, and shall not be construed to, create any third party beneficiary rights of any kind or nature, including, without limitation, the right of any Employee or other individual to seek to enforce any provision of this Section 7.1 or any right to compensation, benefits, or any other right or privilege of employment with the Company or Buyer.  Nothing in this Section 7.1 shall be construed or interpreted to be an amendment to any Employee Benefit Plan.

7.2                               Non-Solicitation; Non-Competition. At the Closing, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ shall each enter into an Employment Agreement in form substantially similar to the form attached hereto as Exhibit B and ▇▇▇▇▇▇ ▇▇▇▇▇ shall enter into a Non-Compete and Non-Solicitation Agreement in form substantially similar to the form attached hereto as Exhibit C.

A-48

ARTICLE VIII
TAX MATTERS

8.1                               Preparation of Tax Returns by Sellers.  Sellers shall, at their sole expense, prepare or cause to be prepared all income Tax Returns for the Company for all Pre-Closing Periods that have not yet been filed as of the Closing Date.  All such Tax Returns shall be prepared consistent with the past practice of the Company, except as otherwise required by applicable Laws.  At least 30 days prior to the due date for each such Tax Return prepared by Sellers, Sellers shall submit such Tax Return to Buyer for Buyer’s review, comment and approval, which approval may be withheld only if such Tax Return has not been prepared in accordance with the requirements of this Section 8.1; provided that Sellers shall incorporate any reasonable comments from Buyer.  Buyer will cause duly authorized officers of the Company (or any successor thereof) timely to execute and file such Tax Returns prepared in accordance with the requirements of this Section 8.1.

8.2                               Preparation of Tax Returns by Buyer.  Buyer shall, at its sole expense, prepare or cause to be prepared and file or cause to be filed (a) all income Tax Returns (if any) for the Company for all Straddle Periods and (b) all Tax Returns other than income Tax Returns for all Pre-Closing Periods and Straddle Periods that have not been filed as of the Closing Date.  All such Tax Returns shall be prepared consistent with the past practice of the Company, except as otherwise required by applicable Laws.  At least 30 days prior to the due date for each such Tax Return prepared by Buyer, Buyer shall submit such Tax Return to Sellers for Sellers’ review, comment and approval, which approval may be withheld only if such Tax Return has not been prepared in accordance with the requirements of this Section 8.2; provided that Buyer shall incorporate any reasonable comments from Sellers.

8.3                               Cooperation of Buyer and Sellers.  Buyer, the Company and Sellers shall cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to Section 8.1 and Section 8.2, and any audit, litigation or other proceeding with respect to Taxes.  Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Company and Buyer shall (a) retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or Buyer, as the case may be, shall allow the other Party to take possession of such books and records.

8.4                               Transfer Taxes and Fees.  All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other similar fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be borne solely by Buyer.

A-49

8.5                               Indemnity Payment.  Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes.

8.6                               Amended Returns.  Without the prior written consent of Sellers, Buyer will not (a) file or amend or permit any of the Company to file or amend any Tax Return relating to a Pre-Closing Period of the Company, (b) 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 Period of the Company, or (c) make or change or permit the Company to make or change any Tax election or accounting method with respect to the Company that has retroactive effect to any Pre-Closing Period.

8.7                               Tax Indemnification.  From and after the Closing, each Seller (severally and not  jointly with the other Sellers) shall indemnify Buyer against and hold Buyer harmless from any loss, liability, damage or expense incurred by Buyer or the Company to the extent resulting from any Pre-Closing Taxes, other than any Taxes which are reflected as a liability on the Post-Closing Balance Sheet.  From and after the Closing, Buyer and the Company shall indemnify Sellers against and hold Sellers harmless from any loss, liability, damage or expense incurred by Sellers to the extent resulting from any Taxes of the Company, other than any Pre-Closing Taxes.

8.8                               Tax Withholding.  In the event any Tax withholding is required pursuant to any applicable Laws, with respect to any transaction contemplated by this Agreement, Buyer and the Company shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Person, such amounts as are required to be deducted and withheld with respect to the making of such payment pursuant to such applicable Laws.  To the extent that amounts are so withheld and remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by Buyer and the Company.

8.9                               Tax Election.

(a)                                 At the request and given in the sole discretion of Buyer, and in accordance with Buyer’s instructions, the Company and Sellers shall timely make an election under the Code (and any corresponding election under state, local, and foreign Tax Laws) with respect to treating the purchase and sale of the Purchased Shares hereunder as a purchase and sale of assets in accordance with the applicable Treasury Regulation section (the “Tax Election”). Subject to the instructions and review of Buyer, Sellers and the Company shall timely prepare and file such forms as may be contemplated by applicable Code sections or administrative practice to effect such Tax Election.  Without limiting the foregoing, Sellers and the Company shall file statements, amend Tax Returns, provide assistance and take such other action as Buyer determines in good faith are necessary to carry out the purposes and intent of the Section 8.9. Sellers shall include any income, gain, loss, deduction, or other Tax item resulting from the Tax Election on their Tax Return to the extent required by applicable Laws.

(b)                                 Subject to Sellers’ reasonable approval, Buyer shall be responsible for determining and preparing the allocation of the Purchase Price (plus assumed liabilities and other items of the Company, to the extent properly taken into account under the Code and the Treasury

A-50

Regulations thereunder, as applicable) among the assets of the Company in accordance with the Code and Treasury Regulations thereunder (and any comparable provisions of state, local, or foreign Laws, as appropriate) (the “Asset Allocation,” and together with the Company Allocation Amount, the “Allocation”).  At the request of Buyer, the Company and Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Allocation.  Buyer will be responsible for preparing and filing any Internal Revenue Service Forms 8883 and any other forms and documents necessary to make the Tax Election.

(c)                                  Buyer, the Company and Sellers agree to: (i) be bound by the Allocation and (ii) shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8883, as applicable) in all respects and for all purposes consistent with such Allocation.  None of Buyer, the Company or Sellers shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such Allocation except as may be required otherwise pursuant to a final determination within the meaning of Section 1313(a) of the Code or corresponding provision of state, local or foreign income Tax law (a “Final Determination”).

(d)                                 If an adjustment is made with respect to the Purchase Price pursuant to Section 2.5(b) or otherwise: (i) the Asset Allocation shall be adjusted in accordance with the Code, as applicable, and the Treasury Regulations thereunder (and any comparable provisions of state or local Laws, as appropriate) and as determined by Buyer and (ii) Buyer, the Company and Sellers agree to file any additional information return required to be filed pursuant to the Code, as applicable, and the Treasury Regulations thereunder (and any comparable provisions of state or local Laws, as appropriate) and to treat the Asset Allocation as adjusted in the manner described in above.

(e)                                  Notwithstanding anything herein to the contrary, Buyer shall pay or cause the Company to pay any Taxes (including any Taxes imposed pursuant to Section 1374 of the Code) imposed on the Company by reason of the Tax Election, and any such Taxes (including any Taxes imposed pursuant to Section 1374 of the Code) shall not: (i) be taken into account in the calculation of Purchase Price, (ii) otherwise reduce any amount payable to Sellers hereunder, or (iii) be required to be paid or indemnified by Sellers hereunder.  Notwithstanding anything to the contrary herein, Sellers shall have no obligation to pay any additional Taxes imposed on the Company as a result of an adjustment to the Allocation made pursuant to a Final Determination.

8.10                        Tax Adjustment.

(a)                                 Notwithstanding anything herein to the contrary and subject to Section 8.10(b), Buyer shall pay or cause to be paid to Sellers, in cash, the amounts (such amounts, collectively the “Tax Adjustment”) necessary to cause each Seller’s after-Tax net proceeds from the sale of the Purchased Shares pursuant to this Agreement, taking into account the Tax Election, to be equal to the after-Tax net proceeds that such Seller would have received (taking into account the applicability of the alternative minimum tax) had the Tax Election not been made, taking into account all appropriate federal, state, local and foreign Tax implications arising from the transactions contemplated by this Agreement, including any Taxes imposed on the Tax Adjustment; provided, however, that (i) the Tax Adjustment shall in no event be a negative number (that is, in no event shall any Seller be required to make a Tax Adjustment payment to

A-51

Buyer or the Company, even if making a Tax Election is more favorable to any Seller), and (ii) the Tax Adjustment shall not include any Taxes resulting from a breach of tax representation or warranty of the Company or Sellers.

(b)                                 In calculating the Tax Adjustment, (i) only the items of income, gain, deduction, loss, expense and credit or recapture of any of the foregoing items arising out of the transactions contemplated by this Agreement shall be considered (including without limitation any recognition of income, gain, deduction or loss or change in character thereof as a result of the transactions contemplated by this Agreement and the Tax Election), (ii) Sellers shall be treated as subject to the maximum combined federal and state marginal income tax rates (taking account of the character of the income and deductibility, if any, of state income taxes for federal income tax purposes) applicable to an individual residing in the State of New York, City of New York, (iii) notwithstanding any actual receipt thereof after the taxable year when Closing occurs, Sellers shall be deemed to have received during the taxable year when Closing occurs both the Tax Adjustment and the entire, maximum amount of the aggregate deemed price (as determined pursuant to the applicable Treasury Regulations) for the assets of the Company deemed acquired pursuant to the Tax Election, and (iv) it shall be assumed that Sellers would have elected out of the installment method of reporting any gain resulting from the transactions contemplated by this Agreement had the Tax Election not been made and any installment obligation would have been valued at face amount.

(c)                                  In connection with the preparation of the Allocation pursuant to Section 8.9(b), Buyer shall deliver its calculation of the Tax Adjustment to Sellers for their review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Sellers object to Buyer’s calculation of the Tax Adjustment by delivering to Buyer written notice setting forth in reasonable detail the basis of its objections within thirty (30) days after Sellers’ receipt thereof, Buyer and Sellers shall work in good faith and shall use commercially reasonable efforts to agree on a mutually agreed calculation of the Tax Adjustment; provided, that if Buyer and Sellers cannot, within sixty (60) days, mutually agree on the calculation of the Tax Adjustment, then all items of such calculation on which the Parties do not mutually agree shall be submitted to the Independent Accountant for resolution within ten (10) days of submission thereto, which resolution shall be made based solely upon the submissions made by Buyer and Sellers, and not upon an independent determination by the Independent Accountant.  Buyer and Sellers shall pay equal shares of the costs of the Independent Accountant.  The Parties will use their commercially reasonably efforts to finalize the calculation of the Tax Adjustment prior to the Closing Date.

(d)                                 No later than ten (10) days following the agreement of Buyer and Sellers on the Tax Adjustment (or, in the event of an unresolved disagreement regarding the Tax Adjustment that is referred to the Independent Accountant as provided in Section 8.10(c), no later than ten (10) days following the referral of such disagreement to the Independent Accountant), Buyer shall pay the Tax Adjustment as calculated as of such time.  If a disagreement regarding the amount of the Tax Adjustment is pending at that time, Buyer shall pay the undisputed portion thereof and shall pay any excess of the Tax Adjustment as then calculated by Sellers pursuant to the award of the Independent Accountant.

(e)                                  The obligations of Buyer to pay the Tax Adjustment shall survive until the expiration of all statutes of limitation with respect to Tax Returns of Sellers and the Company for

A-52

the taxable years ending on or including the Closing Date and each succeeding taxable year until no portion of the Purchase Price remains to be paid, to the extent necessary to increase or decrease (but not below zero) the amount of the Tax Adjustment to reflect any Final Determination that would increase or decrease the amount of the Tax Adjustment had such Final Determination been taken into account previously in the calculation of the Tax Adjustment.  The amount of any such increase or decrease shall be determined by the preparation of a revised Tax Adjustment that takes into account such Final Determination, pursuant to the procedures set forth in this Section 8.10 (commencing with the date of notice of such Final Determination in lieu of the date the Allocation is determined), and Buyer shall pay any such increase or Sellers shall pay such decrease, as applicable, in the Tax Adjustment within ten (10) days after the amount of any such increase or decrease is determined in accordance with such procedures.  Each party shall promptly provide written notice to the other parties of any audit or other investigation that may be initiated in connection with the Tax Election or that may affect the amount of the Tax Adjustment.

8.11                        Conduct and Notice of Audits.  If an audit is commenced, an adjustment is proposed or any other claim is made by any Governmental Authority with respect to a Tax liability which is allocated to Sellers or for which they are liable or responsible under this Agreement, then Buyer or the Company shall promptly notify Sellers of such audit, proposed adjustment or claim.  The Company shall have control over the conduct of such audit and any related proceeding with respect to said adjustment or claim; provided, however, that in any audit or other proceeding regarding any such adjustment, claim or dispute, the Company shall be represented by tax counsel or a tax advisor designated by Sellers that is reasonably satisfactory to Buyer; and provided, further that, (a) Buyer shall (and shall cause the Company to) keep Sellers reasonably informed and consult in good faith with Sellers and their tax advisors with respect to any issue relating to such audit or dispute (and Sellers and the tax counsel or tax advisor appointed as provided above will be permitted to attend meetings with taxing authorities); (b) Buyer shall (and shall cause the Company to) timely provide Sellers with copies of all correspondence, notices and other written materials received from any taxing authorities and shall otherwise keep Sellers and their tax advisors advised of significant developments in the audit or dispute and of significant communications involving representatives of the taxing authorities; (c)  Sellers may require that the Company take a position in respect of such audit or proceeding, and the Company shall (and Buyer shall cause the Company to) do so, provided that (i) there exists a reasonable basis for such position (or, in the case of a proceeding in the United States Tax Court or a judicial proceeding, there exists substantial authority for such position within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), and (ii) the Company reasonably determines that the adoption of such position would not have an adverse effect on the tax liability of the Company for any period or portion thereof beginning after the Closing Date (unless Sellers agree on behalf of Sellers, in form and substance reasonably satisfactory to Buyer, to indemnify Buyer and the Company from such adverse effect); (d) Buyer shall provide (and cause the Company to provide) Sellers with a copy of any written submission to be sent to a taxing authority, administrative body or court at least five (5) Business Days prior to the submission thereof and shall give good faith consideration to any comments or suggested revisions that Sellers or their tax advisors may have with respect thereto and shall cause such submission to conform to any position required by Sellers to be taken therein in compliance with the immediately preceding clause (c); and (e) there shall be no settlement, resolution, or closing or other agreement with respect thereto (including any waiver

A-53

or extension of a statute of limitations) without the consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed.  Buyer shall make available or shall cause the Company to make available to Sellers (and to the accountants and attorneys designated by Sellers) any and all books and records of the Company and other documents requested by Sellers and shall make available employees of the Company to enable Sellers to defend any audit or other proceeding with respect to any taxable period ending on or before or that includes the Closing Date and shall cooperate with Sellers in the conduct of such audits and other proceedings to the extent Sellers could be liable as a result thereof.

ARTICLE IX
CONDITIONS TO CLOSING

9.1                               Conditions to the Obligations of Buyer, the Company and Sellers.  The respective obligations of Buyer on one hand and the Company and Sellers on the other hand to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Buyer, the Company and Sellers, as applicable, at or prior to the Closing of the following:

(a)                                 No Law that materially restrains, enjoins or otherwise prohibits the Contemplated Transactions shall have been enacted, adopted or promulgated and be in effect;

(b)                                 No temporary restraining order, preliminary or permanent injunction, decree, judgment, legal restraint or other order of a court of competent jurisdiction or other Governmental Authority (an “Order”) which materially impairs, restrains, enjoins or otherwise prohibits the Contemplated Transactions shall have been issued, entered or enforced and be in effect; and

(c)                                  No action or proceeding by a Governmental Authority seeking an Order which materially impairs, restrains, enjoins or otherwise prohibits the Contemplated Transactions shall be pending.

(d)                                 Buyer shall have obtained the Required Buyer Approvals and the Company shall have obtained the Required Company Approvals, each in form and substance as reasonably satisfactory to the other Party.

9.2                               Conditions to the Obligations of Buyer.  The obligation of Buyer to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Buyer at or prior to the Closing of the following conditions:

(a)                                 Representations and Warranties.  All representations and warranties of the Company and Sellers contained in this Agreement,

(i)                                     that are qualified as to materiality or Company Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), and

A-54

(ii)                                  shall be true and correct as of the Closing Date as though made on and as of the Closing Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except for the failure or failures of such representations and warranties to be so true and correct that (after excluding any effect of materiality or Company Material Adverse Effect qualifications set forth in any such representation or warranty) they have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

(b)                                 Covenants and Agreements.  The Company and Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing.

(c)                                  Company’s Officer’s Certificate.  The Company shall have delivered to Buyer a certificate from a duly authorized officer, dated as of the Closing Date, stating that the conditions applicable to the Company specified in subsections (a) and (b) of this Section 9.2 have been satisfied.

(d)                                 Sellers’ Certificate.  Sellers shall have delivered to Buyer a certificate, dated as of the Closing Date, stating that the conditions applicable to Sellers specified in subsections (a) and (b) of this Section 9.2 have been satisfied.

(e)                                  Company’s Secretary’s Certificate.  The Company shall have delivered to Buyer a certificate of its secretary certifying that it has corporate authority to execute this Agreement and consummate the Contemplated Transactions.

(f)                                   No Company Material Adverse Effect.  A Company Material Adverse Effect shall not have occurred.

(g)                                  Closing Deliveries. The Company and Sellers shall have delivered all of the closing deliverables set forth in Section 2.3(a), other than Section 2.3(a)(iv)(D).

(h)                                 Key Employees. As of the Closing, all Key Employees shall continue to be employed by the Company as employees and no Key Employee shall have given a written indication of intent to terminate his or her employment with the Company; provided, that this condition shall be deemed satisfied with respect to (i) a Key Employee (other than ▇▇▇▇▇ ▇▇▇▇▇) in the event of the death of such Key Employee and (ii) a Key Employee who resigns from the Company by reason of a comment or promise by, or a discussion with, any representative of Buyer with respect to compensation, benefits, other terms of employment or Buyer’s plans with respect to such Key Employee following the Closing.

(i)                                     Minimum Total Equity.  Total Equity of the Company as reflected on the Closing Balance Sheet shall be at least $25 million.

(j)                                    Outstanding Repurchase Losses. The Repurchase Obligation Amount payable in respect of Repurchase Obligations (other than Repurchase Obligations set forth on Schedule 3.21) that are attributable to Previously Disposed of Mortgage Loans, shall not exceed $2,000,000.

A-55

(k)                                 Minimum Warehouse Financing. The Company shall have an aggregate financing commitment pursuant to the Warehouse Credit Facilities of an amount equal to or in excess of $175,000,000.

(l)                                     Directors’ and Officers’ Resignations.  All directors comprising the board of directors of the Company and all executive officers of the Company shall have delivered letters of resignation to the Company, with copies to Buyer, tendering their resignations as directors and officers effective as of the Closing.

(m)                             Affinity Agreements. None of the Affinity Agreements shall have been terminated and the Company shall not have received notice of termination of, or notice of intent to terminate, any such agreements.

(n)                                 Cure of Disproportionate Distributions. The Company shall have provided to Buyer or its Representatives (i) reconciliation and work papers for the variances and adjustments to shareholder equity and distribution accounts of the Company for the fiscal year ending December 31, 2014 (including distributions made during 2014); and (ii) audited financial statements of the Company for the fiscal year ending December 31, 2014, or unaudited financial statements of the Company such fiscal year if such audited financial statements are not available prior the Closing.

(o)                                 Registration Statement. The Buyer Form S-4 Registration Statement shall have been declared effective by the SEC and shall continue to be effective at and as of the Closing Date; provided, that if on the Termination Date, as the same may be extended pursuant to Section 11.3(a)(ii), the Buyer Form S-4 Registration Statement has not been declared effective by the SEC then (i) this closing condition shall be deemed to have been satisfied with respect to the Buyer’s conditions to close the Contemplated Transactions and (ii) upon the consummation of the Closing, Buyer shall pay Sellers 100% of the Initial Purchase Price Amount (subject to the Estimated Cash Adjustment) in cash.

(p)                                 Tax Election. Sellers shall have delivered to Buyer (on an irrevocable basis) such Internal Revenue Service form as may be contemplated by applicable Code sections or administrative practice to effect the Tax Election, as such form shall be filed by the Buyer in connection the Tax Election.

(q)                                 Subservicing Agreement. The Company shall have entered into a binding subservicing agreement to replace the Subservicing Agreement, which successor subservicing agreement (i) is by and between the Company and one of the Approved Servicers, or another successor servicer that is reasonably satisfactory to Buyer, (ii) includes an initial term of at least five (5) years, without a right of termination for convenience (i.e., termination without cause, excluding termination as a result of a breach by the Company) during the first one (1) year of the initial term of such successor subservicing agreement, and otherwise includes business terms substantially and materially similar to the Subservicing Agreement, (iii) includes aggregate net costs to the Company that do not exceed the aggregate net costs to the Company under the Subservicing Agreement by more than 10% (“Net Costs Cap”); and (iv) continues to be in effect through the Closing Date.  The Net Costs Cap shall be determined by comparing the aggregate net costs charged by the subservicer to the Company under the Subservicing Agreement during

A-56

the three (3) calendar months prior to the date on which the Company entered into the successor subservicing agreement against the aggregate net costs that the successor subservicer would have charged to the Company during such three (3) calendar month period had the successor subservicing agreement been in effect during such time.  For the purposes of this Section 9.2(q), “net costs” shall be determined as the amount of aggregate servicing fees charged by the applicable subservicer to the Company, as offset by the aggregate amount of all revenue or expense reimbursements paid by the applicable subservicer to the Company under the applicable agreement during the applicable timeframe.  For the avoidance of doubt, “net cost” shall not include non-recurring costs, such as set up fees or exit fees charged by the subservicer.

9.3                               Conditions to the Obligations of the Company and Sellers.  The obligations of the Company and Sellers to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by the Company or Sellers, as applicable, at or prior to the Closing of the following conditions:

(a)                                 Representations and Warranties.  All representations and warranties of Buyer contained in this Agreement,

(i)                                     that are qualified as to materiality or Buyer Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), and

(ii)                                  shall be true and correct as of the Closing Date as though made on and as of the Closing Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except for the failure or failures of such representations and warranties to be so true and correct that (after excluding any effect of materiality or Buyer Material Adverse Effect qualifications set forth in any such representation or warranty) they have not had and would not have, individually or in the aggregate, a Buyer Material Adverse Effect.

(b)                                 Covenants and Agreements.  Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.

(c)                                  Officer’s Certificate.  Buyer shall have delivered to Sellers a certificate from a duly authorized officer of Buyer, dated as of the Closing Date, stating that the applicable conditions specified in subsections (a) and (b) of this Section 9.3 have been satisfied.

(d)                                 Closing Deliveries.  Buyer shall have delivered all of the closing deliveries set forth in Section 2.3(b), other than Section 2.3(b)(iii)(E).

(e)                                  Release of Personal Guarantees.  Each Seller shall have been released from each Personal Guarantee for which he or she is a guarantor and any other personal guarantees provided by Sellers for the benefit of the Company that are discovered prior to the Closing.

A-57

(f)                                   No Buyer Material Adverse Effect. No Buyer Material Adverse Effect shall have occurred.

(g)                                  Registration Statement. The Buyer Form S-4 Registration Statement shall have been declared effective by the SEC and shall continue to be effective; provided, that if at and as of the Termination Date, as same may be extended pursuant to Section 11.3(a)(ii), the Buyer Form S-4 Registration Statement has not been declared effective by the SEC then this closing condition shall be deemed to have been satisfied upon the payment by Buyer to Sellers of 100% of the Initial Purchase Price Amount (subject to the Estimated Cash Adjustment) in cash.

ARTICLE X
INDEMNIFICATION

10.1                        Survival of Representations, Warranties and Covenants.

(a)                                 Except as set forth in this Section 10.1, all of the representations and warranties of the Company and Sellers contained in Article III and Article IV and all of the representations and warranties of Buyer contained in Article V shall survive the Closing and continue in full force and effect for a period of 21 months from the Closing Date (the “General Survival Period”); provided that (i) the Special Representations shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations (after giving effect to any extensions or waivers) plus 60 days (the “Special Survival Period”) and (ii) the Seller Fundamental Representations, the Buyer Fundamental Representations and fraud shall survive the Closing and continue in full force and effect indefinitely.

(b)                                 Except with respect to the Sellers Fundamental Representations, the Buyer Fundamental Representations and fraud, no Person may seek indemnification under this Article X with respect to a breach of a representation or warranty after the expiration of the General Survival Period or the Special Survival Period, as applicable.

(c)                                  If a requisite written notice was given by either Party to the other Party with respect to specific claims on or prior to the end of the General Survival Period or Special Survival Period, as applicable, then such requisite written notice shall effectively toll the General Survival Period or the Special Survival Period, as applicable, until such specific claims are resolved.

(d)                                 The Parties’ respective covenants and agreements to be performed at or after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth in such covenant or agreement; provided, however, that any such survival shall not be deemed, directly or indirectly, to affect the General Survival Period or Special Survival Period, as and if applicable, for representations and warranties.

(e)                                  The parties’ respective covenants and agreements to be performed prior to Closing shall terminate and be of no further force and effect upon the Closing.

10.2                        Indemnification by Sellers.  Subject to the limitations of Sections 10.1, 10.5 and 10.7 and this Section 10.2, from and after the Closing, each Seller (severally and not jointly with the other Sellers) agrees to indemnify Buyer and its Representatives (collectively, the “Buyer

A-58

Indemnified Parties”) and hold them harmless against any Losses which any of the Buyer Indemnified Parties actually suffer or incur that are caused by or are a result of or related to:

(a)                                 any inaccuracy in or breach of any representation or warranty of the Company or such Seller contained in this Agreement;

(b)                                 any breach of, or failure to perform, any covenant or agreement of the Company contained in this Agreement in each case to the extent such covenant or agreement is required to be performed prior to the Closing; and

(c)                                  Subject to Section 10.5(b), any Repurchase Liabilities (collectively, the “Buyer Losses”).

Each Seller (severally and not jointly with the other Sellers) shall indemnify the Buyer Indemnified Parties with respect to Buyer Losses resulting from (i) breaches of representations and warranties of the Company under Section 10.2(a), and (ii) all indemnification obligations under Section 10.2(b), Section 10.2(c), and 8.7, with respect to his or her proportional share of the applicable Buyer Loss, as such proportional share is determined in accordance with Schedule 1.1(f), without regard to the fault or responsibility, if any, of any individual Seller for the Event giving rise to the Buyer Loss.  Each Seller shall indemnify the Buyer Indemnified Parties severally and in full under Section 10.2(a) with respect to Buyer Losses resulting from breaches of representations and warranties of such Seller.

For purposes of the determination of the Buyer Losses indemnifiable under Section 10.2(a) only and attributable to a breach of a Company representation or warranty set forth in Article III or Seller representation or warranty set forth in Article IV (as applicable), all qualifications in the applicable representation or warranty as to materiality or Company Material Adverse Effect shall be disregarded.

10.3                        Indemnification by Buyer.  Subject to the limitations of Sections 10.1, 10.5 and 10.7 and this Section 10.3, from and after the Closing, Buyer agrees to indemnify Sellers and their Representatives (collectively, the “Seller Indemnified Parties”) and hold them harmless against any Losses which any of the Seller Indemnified Parties actually suffer or incur that are caused by or are a result of or related to:

(a)                                 any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; and

(b)                                 any breach of, or failure to perform, any covenant or agreement of Buyer contained in this Agreement or any covenant or agreement of the Company contained in this Agreement that the Company is required to perform after the Closing (collectively, the “Seller Losses”).

For purposes of the determination of the Seller Losses indemnifiable under Section 10.3(a) only and attributable to a breach of a Buyer representation or warranty set forth in Article V, all qualifications in the applicable representation or warranty as to materiality or Buyer Material Adverse Effect shall be disregarded.

A-59

10.4                        Determination of Losses; Method of Asserting Claims.

(a)                                 As used herein, an “Indemnified Party” shall refer to a Buyer Indemnified Party or Seller Indemnified Party, as the case may be, and the “Indemnifying Party” shall refer to the Party hereto obligated to indemnify such Indemnified Party.

(b)                                 In the event that any of the Indemnified Parties is (i) made a defendant in or party to any Action or proceeding, judicial or administrative, instituted by any third party which may result in Losses (any such third-party Action or proceeding being referred to as a “Third-Party Action”) or (ii) otherwise receives a claim or demand by any third party which may result in Losses (any such third-party claim or demand being referred to as a “Claim”), then the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Action or Claim and the relevant sections of this Agreement under which the Indemnified Party believes that it is entitled to indemnification from the Indemnifying Parties (after taking into account all limitations on indemnification set forth in this Article X) within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third-Party Action or Claim; provided, however, that, notwithstanding the foregoing, with respect to any Third-Party Action, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices, documents and court papers within seven (7) Business Days of the Indemnified Party’s receipt thereof.  Such notice of the Third-Party Action or Claim from the Indemnified Party shall contain a reference to the section of this Agreement upon which the Indemnified Party is basing its claim for indemnification, the facts giving rise to the basis for the claim and the amount of the Losses asserted against the Indemnifying Party.  The failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder (or limit such obligations) except to the extent that it shall have been prejudiced by such failure.

(c)                                  With respect to any Third-Party Action, the Indemnifying Party shall have the sole and absolute right, upon written notice thereof to the Indemnified Party provided within twenty (20) Business Days of its receipt of the notice of the Third-Party Action, at its option and at its own expense, to be represented by counsel of its choice and to control and assume the defense of such Third-Party Action; provided, however, that the Indemnified Party may participate in any such Third-Party Action with counsel of its choice and at its own expense.  The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third-Party Action and cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work product privileges.  Notwithstanding the foregoing, to the extent that (i) the Indemnifying Party elects not to defend such Third-Party Action (or fails to elect such defense within the twenty (20) Business-Day period referred to above) and the Indemnified Party defends against or otherwise handles any such Third-Party Action, or (ii) in the reasonable opinion of counsel for the Indemnified Party, there is a conflict or potential conflict of interest between the Indemnified Party and the Indemnifying Party in such Third-Party Action, then in each case (A) the Indemnified Party may retain counsel of its own choosing, with the reasonable fees and expenses of one law firm for the Indemnified Parties being at the expense of the Indemnifying Party, and the Indemnified Party may control and assume the defense of such Third-Party Action and (B) the Indemnifying Party may participate in such defense with counsel of its choice and at its own expense.  Neither the Indemnifying Party nor the Indemnified Party may settle any Third-Party Action which settlement obligates the other Party to pay money,

A-60

perform obligations or admit liability without the consent of the other Party, which consent will not be unreasonably withheld; provided, however, if the Indemnifying Party requests the Indemnified Party to accept a proposed financial settlement or financial compromise as the primary aspect of any such settlement with respect to any Third-Party Action and the Indemnified Party withholds its consent thereto, the obligation of the Indemnifying Party to the Indemnified Party under this Article X with respect to such Third-Party Action shall not thereafter exceed the aggregate amount that the Indemnifying Party would have paid hereunder in connection with such settlement or compromise (including reimbursable expenses to the date thereof).  After (x) any final judgment or award shall have been rendered by a court of competent jurisdiction establishing the Indemnified Party’s right to be paid by the Indemnifying Party in connection with an indemnification claim under the terms of this Agreement and the time in which to appeal therefrom has expired, (y) a settlement between the Indemnified Party and the Indemnifying Party with respect to an indemnification claim shall have been consummated or (z) the Indemnified Party and the Indemnifying Party shall arrive at a mutually binding agreement with respect to any matter alleged to be indemnified by the Indemnifying Party hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by it pursuant to Section 10.2 (and subject to the limitations on indemnification set forth in this Article X) with respect to such matter and the Indemnifying Party shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within ten (10) Business Days after the date of such notice.

(d)                                 In the event that any Indemnified Party should have a claim against any Indemnifying Party that does not involve a Third-Party Action or Claim, the Indemnified Party shall deliver a notice of such claim to the Indemnifying Party, setting forth in reasonable detail the identity, nature and estimated amount of Losses related to such claim or claims and the section of this Agreement under which the Indemnified Party believes it is entitled to indemnification from the Indemnifying Party (after taking into account all limitations on indemnification set forth in this Article X), with reasonable promptness and in any event prior to the expiration of the Indemnifying Party’s indemnification obligation hereunder. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes the claim described in such notice within ten (10) Business Days, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute for a period of at least thirty (30) days.  If the Indemnifying Party disputes its liability to the Indemnified Party for the amount of the claim described in such notice and all or any part of such amount is subsequently determined in any settlement or final resolution by lawsuit to be owed to the Indemnified Party, Indemnifying Party shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within ten (10) Business Days following such settlement or resolution.

(e)                                  In the event that the Company has a claim for damages based on a breach by any Seller of any Employment Agreement or Non-Compete and Non-Solicitation Agreement, as applicable, to which such Seller is a party, Buyer or the Company shall deliver a notice of such claim to the applicable Seller, setting forth in reasonable detail the identity, nature and estimated amount of losses related to such claim, with reasonable promptness. If such Seller notifies Buyer or the Company, as applicable, that it disputes the claim described in such notice within ten (10) Business Days, the Seller and the Company will proceed in good faith to negotiate a resolution of such dispute for a period of at least thirty (30) days.  If the Seller

A-61

disputes its liability to the Company for the amount of the claim described in such notice and all or any part of such amount is subsequently determined in any settlement or final resolution by lawsuit to be owed to the Company, such Seller shall pay all of the sums so owing to the Company by wire transfer, certified or bank cashier’s check within ten (10) Business Days following such settlement or resolution.

(f)                                   In the event that the Indemnified Party initiates a proceeding to enforce its right to indemnification hereunder, the prevailing party in such proceeding shall be entitled to reimbursement from the other party for all costs and expenses related to such proceeding, including reasonable attorneys’ fees incurred in connection therewith.

10.5                        Limitations of Liability.

(a)                                 In addition to the other limitations contained in this Agreement and except as otherwise provided herein, the indemnification obligations of Sellers under this Article X are subject to the following terms and conditions:

(i)                                     Sellers shall be liable to the Buyer Indemnified Parties under Section 10.2(a) or Section 10.2(b) only if the Buyer Loss for which indemnification is claimed exceeds $5,000 (“De Minimis Amount”), provided that multiple claims related to a similar Event may be aggregated for purposes of reaching the De Minimis Amount; and

(ii)                                  Sellers shall be liable to the Buyer Indemnified Parties under Section 10.2(a) or Section 10.2(b) only if the aggregate amount of all Buyer Losses under Section 10.2(a) and Section 10.2(b) exceeds $300,000 (the “Threshold”), in which case Sellers shall be obligated to indemnify the Buyer Indemnified Parties for the amount of such Buyer Losses under Section 10.2(a) or Section 10.2(b) only in excess of the Threshold.

provided that (A) Sellers shall not have any indemnification obligations under Section 10.2(a) and Section 10.2(b) in an aggregate amount in excess of the Holdback Amount (which for the avoidance of doubt means the aggregate amount of $3,000,000 (in cash and JGW Stock, as the case may be, deposited in the Escrow Account) (“General Cap”), and (B) Sellers’ indemnification obligations under Section 10.2(c) shall be subject to Section 10.5(b) below; and provided further that, notwithstanding the foregoing, (i) the De Minimis Amount, Threshold and General Cap shall not apply with respect to any Buyer Losses arising from any breach of any Sellers Fundamental Representation which is a representation and warranty of the Company or Special Representation which is a representation and warranty of the Company or fraud by the Company and (ii) if the Buyer Losses arise from any breach of any Sellers Fundamental Representation which is a representation and warranty of a Seller or Special Representation which is a representation and warranty of a Seller or fraud by a Seller, then the De Minimis Amount, Threshold and General Cap shall not apply only with respect to the breaching Seller’s indemnification obligation resulting from such breach or fraud.  Without limiting any limitations on Sellers’ indemnification obligations contained in this Agreement, it is acknowledged and agreed that in no event shall any of Sellers be liable for Buyer Losses and any other Losses incurred by any Buyer Indemnified Party or the Company (including under Section 10.2 and

A-62

Section 8.7) in excess of an aggregate amount of Losses equal to one hundred (100%) of the portion of the Purchase Price received by such Seller pursuant to this Agreement.

(b)                                 Indemnification for Mortgage Loan Repurchase Liabilities.

(i)                                     From and after the Closing, Sellers shall indemnify and hold harmless the Buyer Indemnified Parties from and against 80% of Buyer Losses following the Closing but prior to the end of the General Survival Period arising from any Repurchase Liabilities (and thus the Buyer Indemnified Parties shall absorb 20% of such Buyer Losses), but only (A) as to which Repurchase Liabilities Buyer has provided written notice to Sellers prior to the expiration of the General Survival Period, (B) to the extent that the aggregate amount of such Repurchase Liabilities exceed the allowance for loan loss reserves set forth on the Interim Financial Statements for Repurchase Obligations and (C) up to a maximum aggregate amount for all Sellers (together with all other Losses incurred by the Buyer Indemnified Parties) equal to the portion of the Holdback Amount that, as of the time of determination, has not been previously paid to, and is not subject to any claim by, a Buyer Indemnified Party. For the avoidance of doubt, any Repurchase Liabilities subject to this Section 10.5(b) will be deemed a Third-Party Action and shall be handled in accordance with Section 10.4; provided, that (i) the Buyer Indemnified Party shall have the first right to assume the defense of and to compromise or settle any such claims in accordance with the terms of Section 10.4 and (ii) the Buyer Indemnified Party shall consult with Sellers, keep Sellers informed, and share copies of all documents relating to the claim with Sellers, during the negotiations of, and prior to accepting any resolution or settling such claim. “Repurchase Liabilities”  means any Repurchase Obligation with respect to a Previously Disposed of Mortgage Loan but only to the extent such Repurchase Obligation arises from (x) a breach by the Company of a representation or warranty made to any Person (other than a Party or any Affiliate thereof) relating to such Previously Disposed of Mortgage Loan, or (y) a breach of a covenant made by the Company with respect to the performance of such Previously Disposed of Mortgage Loan.

(ii)                                  For purposes of calculating the amount of Repurchase Liabilities under this Section 10.5(b), Repurchase Liabilities shall be limited to (A) with respect to claims for indemnity made by Investors or Insurers, the actual amount paid to such Investor or Insurer on account of such indemnity claim; provided, that if the indemnity claim relates to Mortgage Loans originated during both the pre-Closing and post-Closing periods, then the Parties shall mutually agree in good faith as to the amount paid by the Buyer Indemnified Parties on account of such claim for the period prior to Closing (the “Pre-Closing Indemnity Payment”), and Sellers’ obligations hereunder shall be limited and calculated by reference to the Pre-Closing Indemnity Payment, and (B) with respect to claims for repurchase of Mortgage Loans, the amount by which (x) the actual amount paid to repurchase such Mortgage Loan plus any third-party, out of pocket costs or expenses of sale, liquidation or other disposition of such asset exceeds (y) the amount collected on account of such asset following repurchase plus the amount realized upon the sale, liquidation or other disposition of such asset (such excess amount, the “Repurchase Obligation Amount”).  For the avoidance of doubt, and without limitation on the foregoing, Repurchase Liabilities shall not include or be deemed to have been

A-63

incurred if the Company (i) changes its loan loss repurchase methodology or increases the amount of its loan loss reserves based upon the possibility or expectation of higher claim activity for the period prior to Closing, (ii) has repurchased a Mortgage Loan but has not finally sold, liquidated or disposed of such asset and/or (iii) has executed an indemnity letter which obligates the Company to indemnify the Investor or Insurer upon a subsequent default (if any) by the related borrower.

(iii)                               This Section 10.5(b) shall be the Buyer Indemnified Parties’ sole and exclusive remedy for breach of, or inaccuracy in, any representation, warranty, or covenant contained herein that relates to any obligation of the Company to repurchase (including but not limited to any Repurchase Obligations), or otherwise indemnify any Person with respect to, any Mortgage Loan.

(c)                                  All claims for indemnification by any Sellers pursuant to Sections 8.7 and 10.2 and all claims related to breaches of any Employment Agreement or Non-Compete and Non-Solicitation Agreement pursuant to Section 10.4(e), may be asserted against the Holdback Amount and shall be recovered first from such Seller’s stock portion of the Holdback Amount in accordance with the Escrow Agreement, second from such Seller’s cash portion of the Holdback Amount in accordance with the Escrow Agreement, and third, to the extent the then remaining Holdback Amount is insufficient to pay the entire amount of such claim, directly from such Seller on a several basis. Upon the expiration of the General Survival Period, the Holdback Amount shall be released to Sellers, and otherwise in accordance with the Escrow Agreement, and allocated in accordance with Schedule 1.1(f), less any indemnification claims paid to or asserted by any Buyer Indemnified Party in an amount determined in good faith to such date pursuant to Section 10.2 hereof and Section 6 of the Escrow Agreement, adjusted for any amount paid to or claimed by any Buyer Indemnified Party that was not borne by each Seller proportionally.  Any amount withheld in the Escrow Account pursuant to the preceding sentence shall be released to the Sellers or Buyer (as applicable) upon the resolution of such pending claims pursuant to the terms of this Agreement and the Escrow Agreement. With respect to the release of any stock portion of the Holdback Amount, such stock shall be valued for the purposes of such release based upon the average of the closing stock prices of the JGW Stock as reported on its principal exchange over the 10-Business Day period immediately prior to the second Business Day prior to the Closing.  Any release of the Holdback Amount, or any portion thereof, shall not in any way reduce, diminish or impair the ability of any Buyer Indemnified Party to assert a claim for indemnification thereafter as otherwise permitted or authorized by this Agreement.  Notwithstanding the foregoing, each Seller required to make an indemnification payment pursuant to this Agreement and the Escrow Agreement, may elect to pay such indemnification payment first from the cash portion of the Holdback Amount applicable to such Seller, if any, and then from the stock portion of the Holdback Amount applicable to such Seller, if any.  For the avoidance of doubt, if the value of the JGW Stock held in the Holdback Amount has declined, then Sellers shall not be required to deposit any additional JGW Stock or cash to the Escrow Account to compensate for such decline in value of the JGW Stock.

(d)                                 The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2 for any Buyer Loss in the event that (i) such Buyer Loss was either reflected on the Post-Closing Balance Sheet as a specific line item or otherwise reflected or included in the calculations underlying any such line item, (ii) such Buyer Loss resulted from the

A-64

failure of Buyer to use commercially reasonable efforts to mitigate or prevent such Buyer Loss, or (iii) such Buyer Loss results from the action or inaction of any Buyer Indemnified Parties after the Closing, provided, however, that in the case of Sections 10.5(d)(ii) and (iii), the Buyer Indemnified Parties’ rights to indemnification hereunder shall only be limited to that portion of the Buyer Loss caused by the Events set forth in Sections 10.5(d)(ii) or (iii), as applicable.

(e)                                  In any case where a Buyer Indemnified Party or Seller Indemnified Party, as applicable, recovers under any insurance policy an amount in respect of a matter for which such party was indemnified pursuant to Section 10.2 or 10.3, as applicable, such Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall promptly pay over to Buyer or Sellers (or, with respect to Sellers, to the Escrow Agent if any portion of the Holdback Amount is still subject to the Escrow Agreement), as applicable, the amount so recovered, after deducting therefrom the amount of the expenses incurred by such Buyer Indemnified Party or Seller Indemnified Party, as applicable, in procuring such recovery and any amount expended by Sellers or Buyer, as applicable, in pursuing or defending any claim arising out of such matter.  Notwithstanding the foregoing, in no event shall the amount reimbursed to Buyer or Sellers, as applicable, pursuant to this Section 10.5(e) exceed the amount of the underlying indemnification claim asserted pursuant to Section 10.2 or 10.3, as applicable.

(f)                                   [INTENTIONALLY OMITTED]

(g)                                  Buyer acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to the transactions contemplated by this Agreement and the Escrow Agreement.  Buyer further acknowledges that, to the extent Buyer, or any of Buyer’s advisors, agents, consultants or representatives, by reason of such due diligence and investigation, whether or not undertaken, knew or should have known that any representation and warranty made herein by the Company or Sellers is or might be inaccurate or untrue, this constitutes a release and waiver of any and all actions, claims, suits, damages or rights to indemnity, at law or in equity, against Sellers by the Buyer Indemnified Parties arising out of breach of that representation and warranty.

(h)                                 In addition to the other limitations contained in this Agreement and except as otherwise provided herein, the indemnification obligations of Buyer under this Article X are subject to the following terms and conditions:

(i)                                     Buyer shall be liable to the Seller Indemnified Parties under Section 10.3(a) only if the Seller Loss for which indemnification is claimed exceeds the De Minimis Amount, provided that multiple claims related to a similar Event may be aggregated for purposes of reaching the De Minimis Amount; and

(ii)                                  Buyer shall be liable to the Seller Indemnified Parties under Section 10.3(a) only if the aggregate amount of all Seller Losses under Section 10.3(a) exceeds the Threshold, in which case Buyer shall be obligated to indemnify the Seller Indemnified Parties for the amount of such Seller Losses under Section 10.3(a) only in excess of the Threshold; and

A-65

(iii)                               Buyer shall not have any indemnification obligations under Section 10.3(a) in an aggregate amount in excess of the General Cap;

provided that, notwithstanding the foregoing, the De Minimis Amount, Threshold and General Cap shall not apply with respect to any Seller Losses arising from any breach of the Buyer Fundamental Representations or fraud by Buyer.

10.6                        Treatment of Indemnity Payments.  Amounts paid under this Article X shall be treated as an adjustment to the Purchase Price and the Parties will report such payments consistent with such treatment, unless there is no basis for doing so under applicable Law.

10.7                        Exclusive Remedy.  Except in the case where a Party seeks to obtain specific performance under Section 11.13 or for fraud, from and after the Closing the rights of the Buyer Indemnified Parties and Seller Indemnified Parties to indemnification pursuant to the provisions of this Article X shall be the sole and exclusive remedy for the Parties with respect to any matter arising from or relating to (a) this Agreement or its subject matter or (b) any other matter relating to any Seller or the Company prior to the Closing concerning the conduct of the Business prior to the Closing (including any common law or statutory rights or remedies for environmental, health, or safety matters) regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise.  Buyer and Sellers acknowledge and agree that the Buyer Indemnified Parties and Seller Indemnified Parties may not avoid such limitation on liability by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) asserting or threatening any claim against any Person that is not a Party hereto (or a successor to a Party hereto) for breaches of the representations, warranties and covenants contained in this Agreement. The Parties agree that the provisions in this Article X were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the Purchase Price to be paid to Sellers hereunder.  Notwithstanding this Section 10.7 or any other provisions of this Agreement, Sellers, Buyer and the Company shall not be precluded from seeking any and all remedies related to or arising from any breaches of any Employment Agreement, Non-Compete and Non-Solicitation Agreement and the Nonsolicitation and Confidentiality Agreement.

ARTICLE XI
MISCELLANEOUS

11.1                        Assignment.  This Agreement and the rights hereunder shall not be assignable or transferable by any Party hereto without the prior written consent of the other Parties hereto. Notwithstanding the foregoing, (a) after Closing Buyer shall have the right to assign this Agreement in connection with a sale of capital stock, by operation of Law in connection with a merger or in connection with the sale of substantially all of its assets and (b) Buyer shall have the right to assign this Agreement and all or any part of its rights hereunder and to delegate all or any part of its obligations hereunder to any Affiliate of Buyer; provided, however that Buyer shall not assign its obligations with respect to the issuance of the JGW Stock or filing of the Buyer Form S-4 Registration Statement; and, provided further, that Buyer shall either pay or cause its Affiliate to pay the cash portion of Purchase Price in accordance with the terms set forth in this Agreement. Buyer shall remain subject to all other obligations under this Agreement.

A-66

Notwithstanding the above, this Agreement shall inure to the benefit of, and be binding upon and enforceable against, the respective successors and permitted assigns of the Parties.

11.2                        No Third-Party Beneficiaries.  Except for the provisions of Article X relating to Indemnified Parties, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person (including Employees), other than the Parties and such respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.3                        Termination.

(a)                                 This Agreement may be terminated by written notice (given by Buyer to Sellers or by all of Sellers collectively to Buyer, as the case may be):

(i)                                     by the mutual written consent of Sellers and Buyer;

(ii)                                  by either Sellers or Buyer, if the Closing shall not have occurred on or before the date that is 180 days from the date of this Agreement, which such 180 days shall be subject to an extension of up to five (5) calendar days to accommodate the last clause of Section 2.2, if applicable (the “Termination Date”) (unless the failure to consummate the Contemplated Transactions is attributable to a failure on the part of the Party seeking to terminate this Agreement to perform any obligation required to be performed by such Party at or prior to the Closing); provided, however, that at any time prior to five (5) Business Days prior to the Termination Date, upon written notice given by either Buyer or Sellers to the other Party, if (A) any Company Required Approval or Buyer Required Approval has not been obtained, (B) any Personal Guarantee has not been released, and/or (C) the SEC has not declared the Buyer Form S-4 Registration Statement effective, and, in each case, all other conditions in Article VIII have theretofore been satisfied or are reasonably capable of being satisfied, Buyer or Sellers, as applicable, may extend the Termination Date for an additional sixty (60) days to obtain such approvals, obtain the release of such Personal Guarantees and/or seek to have the Buyer Form S-4 Registration Statement deemed effective by the SEC; provided that, for the avoidance of doubt, this Agreement may not be terminated pursuant to this Section 11.3(a)(ii) solely by virtue of the fact that the Buyer Form S-4 Registration Statement is not effective upon the conclusion of such sixty (60) day extension period;

(iii)                               by either Sellers or Buyer, if (A) any Governmental Authority which must grant a Required Company Approval has denied such approval and such denial has become final and nonappealable and Buyer does not waive the requirement of such approval or (B) any Governmental Authority shall have issued a final nonappealable Order enjoining or otherwise prohibiting the consummation of the Contemplated Transactions (for the avoidance of doubt, except for failure by the SEC to declare the Buyer Form S-4 Registration Statement effective);

(iv)                              by Buyer, if it is not in material breach of its obligations under this Agreement, and if (A) at any time that any of the representations and warranties of the

A-67

Company or any Seller herein become untrue or inaccurate such that Section 9.2(a) would not be satisfied or (B) there has been a breach on the part of the Company or any Seller of any of its covenants or agreements contained in this Agreement such that Section 9.2(b) would not be satisfied, and, in both case (A) and case (B), such breach (if curable) has not been cured within thirty (30) days after Buyer has provided written notice of such breach to Sellers; or

(v)                                 by Sellers, if neither the Company nor any Seller is in material breach of its obligations under this Agreement, and if (A) at any time that any of the representations and warranties of Buyer herein become untrue or inaccurate such that Section 9.3(a) would not be satisfied or (B) there has been a breach on the part of Buyer of any of its covenants or agreements contained in this Agreement such that Section 9.3(b) would not be satisfied, and, in both case (A) and case (B), such breach (if curable) has not been cured within thirty (30) days after Sellers have provided written notice of such breach to Buyer.

(b)                                 In the event of termination by Sellers or Buyer pursuant to Section 11.3(a), written notice thereof shall forthwith be given to the other Parties, this Agreement shall become void and have no effect, the Contemplated Transactions shall be terminated without further action by any Party, and except as provided in this Section 11.3(b) there shall be no Liability on the part of any Party to any other Party.  If the Contemplated Transactions are terminated as provided herein:

(i)                                     Buyer shall return to the Company all documents and other material received from the Company or its respective Affiliates or Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution hereof;

(ii)                                  all confidential information received by Buyer with respect to the Business shall be treated in accordance with the Confidentiality Agreement by and among Buyer, the Company and Sellers, dated April 30,  2014 (the “Confidentiality Agreement”) , which shall remain in full force and effect notwithstanding the termination of this Agreement; and

(iii)                               the provisions of this Article XI shall remain in full force and effect.

(iv)                              The termination of this Agreement shall not relieve any Party from Liability for fraud or breach of this Agreement that occurred prior to such termination.

11.4                        Expenses.  Except as otherwise provided herein, the Company, Sellers and Buyer will each be liable for their own respective costs and expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement, whether or not the Closing shall have occurred.  The Company shall be responsible for all costs and expenses incurred in connection with obtaining the Company Third Party Consents.  The Company and Buyer shall be equally responsible for all costs and expenses incurred in connection with obtaining the

A-68

Company Governmental Approvals.  Buyer shall be liable for all costs and expenses incurred in connection with obtaining the Buyer Governmental Approvals and Buyer Third Party Consents.

11.5                        Amendment and Modification.  This Agreement may not be amended except by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto.

11.6                        Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, (b) on the date of transmission if sent via email or facsimile transmission to the email address or facsimile number given below, with confirmation of delivery, (c) on the Business Day after delivery to a reputable nationally recognized overnight courier service or (d) upon receipt after being mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses:

A-69

A-70

Such addresses may be changed from time to time by means of a notice given in the manner provided in this Section 11.6 (provided that no such notice shall be effective until it is received by the other Party hereto).

11.7                        Governing Law.

(a)                                 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that state.  All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.  Consistent with the preceding sentence, the Parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Contemplated Transactions may not be enforced in or by any of the above-named courts.

(b)                                 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.  EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 11.7.

11.8                        Severability.  If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the legality, validity or enforceability of any other provision hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons  or circumstances will not be affected by such invalidity or unenforceability, nor will such

A-71

invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

11.9                        Waiver.  Waiver of any term or condition of this Agreement by any Party shall be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term of this Agreement.  No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

11.10                 Counterparts; Facsimile.  This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each Party and delivered to the other Parties.  Signatures of the Parties transmitted by facsimile or other electronic communication means shall be binding and effective for all purposes.

11.11                 Entire Agreement.  This Agreement, including the Disclosure Schedules and Exhibits hereto, and the Escrow Agreement contain the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and understandings, oral or written, relating to such subject matter.

11.12                 Interpretation.  All references to immediately available funds or dollar amounts contained in this Agreement shall mean United States dollars.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”  Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Disclosure Schedules shall be deemed references to Articles and Sections of, and Exhibits and Disclosure Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.  Whenever the words “made available to Buyer” or similar words are used in this Agreement with respect to any documents or other information, such words shall mean that such documents or information as the Company has provided to Buyer in electronic form or as have otherwise been provided by the Company to Buyer at the Company’s office facilities.  The Parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.  Nothing in this Agreement shall be construed to require any Party hereto to violate any Law.

11.13                 Enforcement in Equity and at Law.  The Parties hereto agree that irreparable damage would 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

A-72

agreed that the Parties shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at Law or in equity in each case without the need to post a bond or provide other security.

11.14                 Certain Matters Regarding Representation of Sellers and the Company.   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP (“SMRH”)  has acted as counsel for Sellers and the Company in connection with this Agreement (the “Acquisition Engagement”) and in that connection not as counsel for any other Person, including without limitation, Buyer.  SMRH has also represented on or prior to the Closing, and may also thereafter represent, the Company and its subsidiaries in respect of other matters (“Company Engagements”).

(a)                                 Acquisition Engagement.  Only Sellers shall be considered clients of SMRH in the Acquisition Engagement.  All communications between Sellers or the Company and SMRH in the course of the Acquisition Engagement shall be deemed to be attorney-client confidences that belong solely to Sellers.  Accordingly, Buyer shall not have access to any such communications, or to the files of SMRH relating to the Acquisition Engagement, whether or not the Closing occurs.  Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and SMRH shall be the sole holders of the attorney-client privilege with respect to the Acquisition Engagement, and neither the Company nor Buyer shall be a holder thereof, (ii) to the extent that files of SMRH in respect of the Acquisition Engagement constitute property of the client, only Sellers shall hold such property rights, and (iii) SMRH shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between SMRH and the Company or otherwise.

(b)                                 Company Engagements.  The Parties acknowledge the community of interest between the Company and Sellers in view of the fact that Sellers hold all the equity of the Company.  Accordingly, Buyer agrees that the principles that apply to the Acquisition Engagement regarding client confidences, attorney-client communications, attorney-client privilege, client files and disclosures shall also apply to Company Engagements initiated prior to the Closing.  Thus, notwithstanding that the Company is or was a client in the Company Engagements, from and after the Closing, (i) all communications between Sellers or the Company and SMRH in the course of all Company Engagements initiated prior to the Closing shall be deemed to be attorney-client confidences that belong solely to Sellers and not the Company, (ii) Buyer shall not have access to any such communications, or to the files of SMRH relating to any such Company Engagement, (iii) Sellers and SMRH shall be the sole holders of the attorney-client privilege with respect to each such Company Engagement initiated prior the Closing, and neither the Company nor Buyer shall be a holder thereof, (iv) to the extent that files of SMRH in respect of any such Company Engagement constitute property of the client, only  Sellers shall hold such property rights, and (v) SMRH shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company or Buyer by reason of any attorney-client relationship between SMRH and the Company or otherwise.

(c)                                  Post-Closing Representation of Sellers, Including Matters Relating to the Acquisition.  If Sellers so desire, and without the need for any consent or waiver by the Company or Buyer, SMRH shall be permitted to represent Sellers after the Closing in connection

A-73

with any matter, including without limitation anything related to the Contemplated Transactions or any disagreement or dispute relating thereto.  Without limiting the generality of the foregoing, after the Closing, SMRH shall be permitted to represent Sellers, any of their agents and affiliates, or any one or more of them, in connection with any matter whatsoever, including, without limitation, any negotiation, transaction or dispute (“dispute” includes litigation, arbitration, mediation, negotiation or other adversary proceeding) with Buyer, the Company or any of their agents or Affiliates under or relating to this Agreement, any Contemplated Transaction, and any related matter (such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement), whether or not such matter is related to the Acquisition Engagement or any Company Engagement.

(d)                                 Cessation of Attorney-Client Relationship With Company.  Upon and after the Closing, the Company shall cease to have any attorney-client relationship with SMRH, including with respect to any Company Engagements, unless after the Closing SMRH is subsequently engaged in writing by the Company to represent the Company and either such engagement involves no conflict of interest with respect to Sellers or Sellers consent in writing to such engagement.  Any such representation of the Company by SMRH after Closing shall not affect the provisions of this Section 11.14.  For example, and not by way of limitation, even if SMRH is representing the Company after the Closing, SMRH shall be permitted simultaneously to represent Sellers in any matter, including, without limitation, any dispute relating to this Agreement.  Furthermore, SMRH shall be permitted to withdraw from any Company Engagement in order to be able to represent or continue so representing Sellers, even if such withdrawal causes the Company or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice.

(e)                                  Consent and Waiver of Conflicts of Interest.  Sellers, the Company and Buyer consent to the arrangements in this Section 11.14 and waive any actual or potential conflict of interest that may be involved in connection with any representation by SMRH permitted hereunder.

[SIGNATURE PAGES TO FOLLOW]

A-74

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed as of the date first written above.

Signature Page to Stock Purchase Agreement

Signature Page to Stock Purchase Agreement

Signature Page to Stock Purchase Agreement