Common use of Proxy Statement; Parent Stockholders’ Meeting Clause in Contracts

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, prepare and file any other filings required under, and in accordance with, the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Matters.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 Parent with the SEC (as such filing proxy statement is amended or supplemented, the “Proxy Statement”) for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company ED&F promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company ED&F and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company ED&F and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company ED&F and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanyED&F, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanyED&F’s failure to consent is the CompanyED&F’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyED&F, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) . The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyhereby (“Parent Stockholder Approval”); (ii) an amendment to Parent’s certificate the change of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire TransferWestway Group, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval the amendment and restatement of Parent’s certificate of incorporation in the form attached hereto as required by the applicable NASDAQ listing rules of Exhibit B; (iv) the issuance and sale of shares of Parent Common Stock to the extent that such issuance requires stockholder approval under the rules of any stock exchange on which Parent’s common stock is or will be issued as Common Stock Merger Considerationlisted; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval the election of any matters the Proposed Initial Directors to serve as agreed by Parent and the Company Board of Directors of Parent, effective immediately following the Closing; and (vi) the adjournment of the special meeting and (vii) the adoption of an Equity Incentive Plan, in a form to be agreed upon by Parent Stockholders’ Meeting and ED&F (the matters described in clauses (i) through (vivii), shall be referred to as the “Voting Matters” and ”). (b) As soon as practicable following its approval of the Voting Matters by the stockholders SEC, Parent shall distribute the Proxy Statement to the holders of Parent at Common Stock and, pursuant thereto, shall call the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred in accordance with the DGCL and, subject to as the “Parent Stockholder Approval”)other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Transaction and the other Voting Matters. (c) The Company Parent shall comply, and ED&F shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be Transferred Companies reasonably requested by Parent that is necessary for the information concerning the Company Entities Transferred Companies in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Transferred Companies or any other information furnished in writing by any Company Entity ED&F for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Transaction and the other Voting Matters, and shall otherwise take all lawful action use best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the CompanySeller, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC a preliminary proxy statement (as such filing is amended or supplemented, the “Proxy Statement”) relating to the transactions contemplated by this Agreement to be used for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock Parent’s stockholders to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, prepare ) and file any other filings required under, and to provide Parent’s stockholders an opportunity in accordance with, the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws relating with Parent’s organizational documents to the transactions contemplated hereby have their securities redeemed (collectively, the “Other FilingsRedemption”). Parent or Buyer, as applicable, shall notify the Company Seller promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental authority for amendments or supplements to the Proxy Statement or any Other Filing other SEC Reports required by the transactions contemplated hereby or for additional information. As promptly as practicable after receipt thereof, Parent or Buyer, as applicable, shall provide the Company Seller and its counsel with copies of all written correspondence between Parent Parent, Buyer or any of its their representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filingother SEC Reports required by the transactions contemplated by this Agreement. Parent and Buyer shall permit the Company Seller and its counsel to review the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company Seller and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company Seller and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the CompanySeller, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent or Buyer, as applicable, shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanySeller’s failure to consent is the CompanySeller’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to ParentBuyer, is required by the SEC and United States securities Laws laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent Parent, Buyer or the CompanySeller, as the case may be, shall promptly inform the other party parties of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the Parent’s stockholders of Parent as soon as practicable following its approval by the date on which the SEC has confirmed that it has no further comments on the Proxy Statement (but in any event, within five (5) Business Days following such approvaldate) for the purpose of soliciting proxies from holders of Parent Common Stock its stockholders to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment approval of amendments to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”)organizational documents; (iii) approval as required by of any other transactions expected to close in connection with the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger ConsiderationClosing hereof; (iv) approval of the such other actions as Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), Buyer deem necessary; and (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (viv), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). Parent shall keep Seller reasonably informed regarding all matters relating to the Voting Matters and the Parent Stockholders’ Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Parent in respect of such matters and similar updates regarding the Redemption. (c) The Company Seller shall provide ParentParent and Buyer, as promptly as reasonably practicable, with such information concerning the Company Entities Seller as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings other required SEC Reports to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL other applicable law in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement)required SEC Reports. (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock its stockholders vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matterstransactions contemplated hereby, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the CompanySeller, the recommendation of Parent’s board of directors that the stockholders of Parent Stockholders vote in favor of the Voting Matters.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file (i) a registration statement pursuant to (as such filing is amended or supplemented, the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) ), for the purposes of (iA) registering the Common Stock Merger Consideration under the Securities ActAct the Stock Consideration and the Additional Shares (together, the “Registration Shares”), (iiB) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers Merger, and (iiiC) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby Transactions and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby Transactions (collectively, the “Other Filings”). Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement Statement, or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement Statement, and any exhibits, amendments or supplements thereto thereto, as well as any Other Filings, and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto; provided, and further that Parent shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement Statement, or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers Merger and other transactions contemplated herebyTransactions; (ii) an amendment to and restatement of Parent’s certificate of incorporation and bylaws incorporation, in a substantially the form reasonably satisfactory to Parent and the Company of Exhibit F attached hereto, to increase the authorized number of shares of Parent Common Stock, change the name of Parent, declassify the Parent to “Intermex Wire Transfer, Inc.”, Board and such other changes as agreed by Parent and remove provisions therein no longer applicable following the Company consummation of the Merger (the “Parent Charter and Bylaws AmendmentAmendments”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan 2021 Equity Incentive Plan that shall provide for grant of awards to employees and other service providers of the Surviving Entity and its Subsidiaries in the form attached hereto as Annex Fof options, which provides for 8.5% restricted shares, restricted share units or other equity-based awards based on Parent Common Stock with a total pool of awards of Parent Common Stock not exceeding ten percent (10%) of the outstanding total number of shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 Closing Date using the treasury method of accounting with an annual “evergreen” increase of five percent (5%) of the shares of Parent Disclosure Schedules Common Stock outstanding as of the day prior to the Closing) (the “Parent Equity Compensation Plan”)such increase, (v) the approval and adoption of any matters as agreed by the ESPP, in form and substance reasonably acceptable to Parent and the Company Company, that provides for the grant of purchase rights with respect to Parent Common Stock to employees of the Surviving Entity and its Subsidiaries with a total pool of shares of Parent Common Stock not exceeding one and one half percent (1.5%) of the total number of shares of Parent Common Stock on a fully diluted basis as of the Closing Date using the treasury method of accounting, with an annual “evergreen” increase of one percent (1%) of the shares of Parent Common Stock outstanding as of the day prior to such increase; (vi) the election of the individuals listed on Section 5.8(b) of the Disclosure Schedules as directors of Parent, (vii) the adjournment of the Parent Stockholders’ Meeting and (viii) approval of any other proposals the parties deem necessary to effectuate the Merger and the other Transactions (the matters described in clauses (i) through (viviii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement Statement, and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting Meeting, and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, Meeting contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). (di) Subject to Parent may only adjourn the fiduciary duties of its board of directors Parent Stockholders’ Meeting (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain additional proxies for the purpose of obtaining the Parent Stockholder Approval Approval, for the absence of a quorum and (ii) neither to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse stockholders prior to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersStockholders’ Meeting.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file a supplement to the Proxy Statement with the CompanySEC which shall describe the amendment to the Existing Agreement embodied in this Agreement, the transactions contemplated by the Series B Financing Agreements and such other matters as the parties shall reasonably agree (the “Proxy Supplement”). Parent will respond to any comments of the SEC, and Parent will use its commercially reasonable efforts to mail (if required under law) the Proxy Supplement to its stockholders as promptly as practicable. As promptly as practicable after the execution of this Agreement, Parent will prepare and file any other filings required under, and in accordance with, under the Securities Act or the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Federal, foreign or Blue Sky Laws relating to the transactions contemplated hereby Transaction (collectively, the “Other Filings”). Parent shall will notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement (or any supplement or amendment thereto) or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review participate in the preparation of the Proxy Statement Supplement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement Statement, Proxy Supplement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provideddelayed (it being understood and agreed that it shall not be deemed reasonable to withhold, howevercondition or delay consent to prevent or object to the disclosure of a fact, circumstance or item that Parent shall is required to be permitted to make such filing disclosed by applicable Law, rule or response in regulation or by the absence of such consent if the basis staff of the Company’s failure to consent is SEC after reasonable consideration of all relevant facts and circumstances). Parent agrees that the Company’s unwillingness to permit Proxy Statement and the inclusion Other Filings does and will comply in such filing or response of information that, based on all material respects with all applicable Laws and the advice of outside counsel to Parent, is required by the SEC rules and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement has been, and the Proxy Supplement will be be, sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) Stockholders for the purpose of soliciting proxies from holders of Parent Common Stock Stockholders to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions Initial Business Combination contemplated herebyby this Agreement; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of the Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of the applicable stock exchange; and (iii) approving amendments to the Certificate of Incorporation of Parent equity compensation plan as required so that the Certificate of Incorporation of Parent can be amended and restated in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting on Exhibit B (the matters described in clauses (i) through (viiii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (b) Parent has called for a meeting of the Parent Stockholders on March 25, 2009, or such other date as may be mutually agreed upon by the Company and Parent (the “Parent Stockholders’ Meeting”) in accordance with the DGCL and has solicited and will continue to solicit proxies from such holders to vote in favor of the approval of the Transaction and the other Voting Matters. (c) The Parent shall comply, and the Company shall provide Parent, as promptly as reasonably practicable, Parent with such information concerning the Company Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings Proxy Supplement to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and other applicable federal securities laws and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy StatementSupplement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure represents and warrants that the Proxy Statement does did not, as of the date on which it is was distributed to the holders of Parent Common StockStockholders, and will not as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). (d) Subject to the its fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Mattersunder Delaware Law, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board Board of directors nor any committee thereof Directors shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors recommend that the Parent Stockholders vote in favor of approval of the Transaction and the other Voting Matters, and Parent, acting through the Parent Board of Directors, shall include in the Proxy Statement such recommendation, and shall otherwise use best efforts to obtain the Parent Stockholder Approval; provided that under no circumstances shall Parent’s directors, officers or shareholders be required to expend any personal funds (other than reasonable business expenses reimbursable by Parent), incur any liabilities or bring (or threaten to bring) any Action against a third party in order to obtain the Parent Stockholder Approval. This Section 6.2(d) shall not be construed to require Parent to be required to make any payment to any shareholder in exchange for such shareholder’s vote in favor of the Merger. The Company shall use reasonable best efforts to assist Parent in obtaining the Parent Stockholder Approval, including by participating in customary investor presentations and road shows. (e) The Company shall review the Proxy Supplement and shall ensure and shall confirm in writing to Parent, as of the date of mailing the Proxy Supplement to Parent Stockholders, that the information relating to the Company contained in the Proxy Statement and Proxy Supplement does not, to the knowledge of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (the “Proxy Supplement Confirmation”). From and after the date on which the Proxy Supplement is mailed to the Parent Stockholders, the Company will give Parent written notice of any action taken or not taken by the Company or its Subsidiaries which is known by the Company to cause the Proxy Supplement Confirmation to be incorrect or inaccurate in any material respect; provided that, if any such action shall be taken or fail to be taken, the Company and Parent shall cooperate fully to cause an amendment to be made to the Proxy Statement such that the Proxy Supplement Confirmation is no longer incorrect or inaccurate in any material respect with respect to any information concerning the Company required to be included in the Proxy Statement.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 Parent with the SEC (as such filing proxy statement is amended or supplemented, the “"Proxy Statement”") for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s 's stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “"Parent Stockholders’ ' Meeting”"). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “"Other Filings”"). Parent shall notify the Company Sellers promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company Sellers and its their counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company Sellers and its their counsel to review the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company Sellers and its advisors, in good faith, their advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanySellers, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s Sellers' failure to consent is the Company’s Sellers' unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanySellers, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ ' Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyhereby ("Parent Stockholder Approval"); (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of any stock exchange on which the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company is listed; and (viiii) the adjournment of the Parent Stockholders’ Meeting special meeting (the matters described in clauses (i) through (viiii), shall be referred to as the “"Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”"). (c) The Company Parent shall, as soon as reasonably practicable following the date of this Agreement, take all actions necessary to establish a record date for, duly call, give notice of and after mailing of the Proxy Statement, convene and hold the Parent Stockholders' Meeting. For the purpose of approving the Voting Matters, and shall use its reasonable efforts to cause such meeting to occur as soon as reasonably practicable. (d) Sellers and the Stockholders shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Seller Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Seller Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ ' Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Sellers or any other information furnished in writing by any Company Entity a Seller for inclusion in the Proxy Statement). All legal and accounting fees and disbursements and other out-of-pocket costs and expenses incurred by Sellers in connection with the preparation of the Proxy Statement shall not be included in Transaction Expenses, shall be added to the Cash Merger Consideration to the extent paid by Sellers prior to the Closing or accrued, unpaid and included in the Estimated Closing Net Working Capital, and, upon any termination of this Agreement without consummation of the Closing, shall be reimbursed by Parent to Sellers. (de) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Transaction and the other Voting Matters, and shall otherwise take all lawful action use its commercially reasonable efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file (i) a registration statement pursuant to (as such filing is amended or supplemented, the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) ), for the purposes of (i1) registering the Common Stock Merger Consideration under the Securities ActAct the Closing Consideration, the Retention Escrow Shares, the Working Capital Escrow Shares, the Special Indemnity Escrow Shares, the Special Indemnity Escrow Shares (Open Source) and the Earnout Shares (together, the “Registration Shares”), (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii2) soliciting proxies from Parent’s the stockholders of the Parent (the “Parent Stockholders”) to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file (ii) any other filings required under, and in accordance with, under the Exchange 1934 Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement Statement, or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement Statement, and any exhibits, amendments or supplements thereto thereto, as well as any Other Filings, and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto; provided, and further that Parent shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement Statement, or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parentthe Parent Stockholders, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent Stockholders as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyContemplated Transactions; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iviii) approval the election of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (individuals listed on a fully diluted basis and without taking into account any warrants of ParentSection 5.14(b) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”)Schedule as directors of Parent, (v) approval of any matters as agreed by Parent and the Company and (viiv) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (viiv), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent Stockholders at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities Group Companies as may be necessary for the information concerning the Company Entities Group Companies in the Proxy Statement Statement, and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange 1934 Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting Meeting, and the preparation and filing of the Other Filings. The information relating to the Company Entities Group Companies furnished by or on behalf of the Company Entities Group Companies for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, Meeting contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock Stockholders vote in favor of the adoption of this Agreement and the approval of the Mergers Contemplated Transactions and the other Voting Matters, Matters and shall otherwise take all lawful action act in good faith and use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Approval; provided, however, that Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to may withdraw or modify in a manner adverse such recommendation with respect to the Company, Proxy Statement if the recommendation of Parent’s board of directors reasonably determines, after consultation with outside counsel, that failure to do so would violate its fiduciary obligations under applicable Law. Parent acknowledges that its obligations hereunder to furnish the Proxy Statement, convene the Parent Stockholders vote Stockholders’ Meeting and solicit the Stockholder Approval as provided hereunder shall apply notwithstanding any withdrawal or modification of its board of director’s recommendation in favor of accordance with the Voting Mattersterms hereof.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this AgreementClosing, Parent shall, in consultation with the Company, shall (i) prepare and file a registration statement pursuant to with the requirements of the Securities Act (“Registration Statement”), including SEC a proxy statement of Parent, on Form S-4 with the SEC Schedule 14A (as such filing is may be amended or supplemented, the “Proxy Statement”) ), for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s the stockholders of the Parent (the “Parent Stockholders”) to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on Preferred Stock Conversion Proposal at a annual special meeting of the holders of Parent Common Stock to be called and held for such purpose Stockholders (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, and (ii) prepare and file any other filings required under, and in accordance with, under the Exchange 1934 Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby Contemplated Transactions (collectively, the “Other Filings”). Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement Statement, or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement Statement, and any exhibits, amendments or supplements thereto thereto, as well as any Other Filings, prior to filing and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto; provided, and further that Parent shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement Statement, or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parentthe Parent Stockholders, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent Stockholders as soon as practicable following (A) its approval by the SEC (but in any event, within five (5) Business Days following such approval) or (B) at least ten (10) Business Days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL, for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers Preferred Stock Conversion Proposal. Parent shall call and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of hold the Parent Stockholders’ Meeting as soon as practicable after the date hereof, and in any event within sixty (60) days after the matters described in clauses (i) through (vi)Closing Date; provided, however, that the Parent shall be referred permitted to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at adjourn, delay or postpone the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred beyond sixty (60) days after the Closing Date in accordance with applicable law only if and to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning extent the Company Entities as may be necessary for the information concerning the Company Entities in SEC has not completed its review of the Proxy Statement and the Other Filings in time to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of hold the Parent Stockholders’ Meeting and the preparation and filing of the Other Filingson such date. The information relating to Company and Parent acknowledge that, under the Company Entities furnished by or on behalf of Nasdaq Stock Market Rules, the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of Payment Shares and the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall Preferred Stock Payment Shares will not be responsible for entitled to vote on the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement)Preferred Stock Conversion Proposal. (d) Subject to the fiduciary duties of its board of directors (ic) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Mattersadoption of the Preferred Stock Conversion Proposal and shall otherwise act in good faith and use reasonable best efforts to obtain Stockholder approval. (d) If the approval of the Preferred Stock Conversion Proposal is not obtained at the Parent Stockholders’ Meeting or if on a date preceding the Parent Stockholders’ Meeting, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the approval of the Preferred Stock Conversion Proposal, whether or not quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting, then, in each case, Parent will use its reasonable best efforts to adjourn the Parent Stockholders’ Meeting one or more times to a date or dates no more than 30 days after the scheduled date for such meeting, and to obtain such approvals at such time. If the Parent Stockholders’ Meeting is not so adjourned, and/or if the approval of the Preferred Stock Conversion Proposal is not obtained at the Parent Stockholders’ Meeting, Parent will use its reasonable best efforts to obtain such approvals as soon as practicable thereafter, and in any event to obtain such approvals at a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholders’ Meeting. Parent will hold an annual meeting or special meeting of its stockholders, at which a vote of the stockholders of Parent to approve the Preferred Stock Conversion Proposal will be solicited and taken, at least once every six months until approval of the Preferred Stock Conversion Proposal is obtained.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file (i) a registration statement pursuant to (as such filing is amended or supplemented, the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) ), for the purposes of (iA) registering the Common Stock Merger Consideration under the Securities ActAct the Closing Date Merger Consideration and the Additional Shares (together, the “Registration Shares”), (iiB) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers Merger, and (iiiC) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company Shift promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement Statement, or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company Shift and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, or any Other Filing. Parent shall permit the Company Shift and its counsel to review the Proxy Statement Statement, and any exhibits, amendments or supplements thereto thereto, as well as any Other Filings, and shall consult with the Company Shift and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto; provided, and further that Parent shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company Shift and its advisors, and shall not file the Proxy Statement Statement, or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the CompanyShift, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanyShift’s failure to consent is the CompanyShift’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyShift, as the case may be, shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers Merger and other transactions contemplated hereby; (ii) an amendment to and restatement of Parent’s certificate of incorporation and bylaws an amendment to Parent’s bylaws, respectively, in a substantially the form reasonably satisfactory to Parent and the Company of Exhibit E attached hereto, to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire TransferParent, Inc.”, and such other changes as agreed by declassify the board of directors of Parent and remove provisions therein no longer applicable following the Company consummation of the Merger (the “Parent Charter and Bylaws AmendmentAmendments”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Incentive Plan”), ; (v) approval the election of any matters the individuals listed on Section 6.8(b) of the Disclosure Schedule as agreed by Parent and the Company directors of Parent, and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company Shift shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement Statement, and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting Meeting, and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, Meeting contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Shift or any other information furnished in writing by any Company Entity a Shift for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Merger and the other Voting Matters, Matters and shall otherwise take all lawful action act in good faith and use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Approval; provided, however, that Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to may withdraw or modify in a manner adverse such recommendation with respect to the Company, Proxy Statement if the recommendation of Parent’s board of directors reasonably determines, after consultation with outside counsel, that failure to do so would violate its fiduciary obligations under applicable Law. Parent acknowledges that its obligations hereunder to furnish the Proxy Statement, convene the Parent Stockholders vote Stockholders’ Meeting and solicit the Parent Stockholder Approval as provided hereunder shall apply notwithstanding any withdrawal or modification of its board of director’s recommendation in favor of accordance with the Voting Mattersterms hereof.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, Parent on Form S-4 Schedule 14-A with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, prepare and file any other filings required under, and in accordance with, the Exchange Act, the Securities Act, the applicable NASDAQ Stock Exchange listing rules or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information, and, each of Parent and the Company will use their respective reasonable best efforts to respond as promptly as reasonably practicable to and resolve all such comments and requests. As To the extent not prohibited by Law, as promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the written advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent Stockholders as soon promptly as reasonably practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers Merger and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate adoption of incorporation the Parent Amended and bylaws in a form reasonably satisfactory to Parent Restated Certificate of Incorporation and the Company Parent Amended and Restated Bylaws to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire TransferCompoSecure, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ Stock Exchange listing rules of the issuance of more than 20% of Parent’s issued and sale of shares of Parent Common Stock to be issued as Common Stock Merger Considerationoutstanding common stock in connection with the Transactions; (iv) election of directors as contemplated by the Stockholders Agreement; (v) approval of the Parent equity compensation plan in the form attached hereto as Annex FE-1, which provides for 8.510.0% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account basis, excluding any warrants of Parent) potential Earnout Consideration), after giving effect to the transactions contemplated hereby and in addition to the Converted Options, to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”) and the Parent employee stock purchase plan in the form attached hereto as Annex E-2 (the “Parent Employee Stock Purchase Plan”), which provides for 2% of the outstanding shares of Parent Common Stock (von a fully diluted basis, excluding any potential Earnout Consideration), after giving effect to the transactions contemplated hereby and in addition to the Converted Options, to be available for purchase, (vi) approval of any matters as agreed by Parent and the Company and (vivii) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vivii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent Stockholders at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be reasonably necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL Act in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Merger and the other Voting Matters, and shall otherwise take all lawful action use its reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Matters.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySEC. Parent will respond to any comments of the SEC and Parent will use its commercially reasonable efforts to mail the Proxy Statement to its stockholders at the earliest practicable time. As promptly as practicable after the execution of this Agreement, the Company and Parent will prepare and file any other filings required under, and in accordance with, under the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act of 1933 (the “Securities Act, the applicable NASDAQ listing rules ”) or any other Laws Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated hereby by this Agreement, (collectively, the “Other Filings”). Parent shall Each party will notify the Company other party promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel other party with copies of all written correspondence between Parent such party or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, the Merger or any Other Filing. Parent shall permit the Company and its counsel to review the The Proxy Statement and any exhibits, amendments or supplements thereto the Other Filings will comply in all material respects with all applicable requirements of law and shall consult with the Company rules and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company and Parent, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement proxy materials will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyMerger (“Parent Stockholder Approval”); (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires shareholder approval under the rules of the American Stock Exchange, and (iii) the adoption of an Equity Incentive Plan (the “Parent equity compensation plan Plan”) at the Parent Stockholders’ Meeting. Such proxy materials shall be in the form attached hereto of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock. Parent covenants to, within a reasonable time following the Closing, amend the Certificate of Incorporation of Parent to change Parent’s name to “Jamba, Inc.” or such similar available name as Annex Frecommended by management of Parent following the Closing. (b) As soon as practicable following its approval by the SEC, which provides for 8.5% of Parent shall distribute the outstanding shares Proxy Statement to the holders of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”)and, (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of pursuant thereto, shall call the Parent Stockholders’ Meeting in accordance with the Delaware General Corporation Law (the matters described “DGCL”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in clauses (i) through (vi), shall be referred to as favor of the “Voting Matters” adoption of this Agreement and the approval of the Voting Matters by Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as Meeting, including, without limitation, the “Parent Stockholder Approval”matters described Section 5.1(a). (c) The Company Parent shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Subject to the fiduciary duties of Parent, acting through its board of directors (i) Parent directors, shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting MattersMerger, and shall otherwise take all lawful action use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Matters.Approval

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shallwill prepare and file the Proxy Statement with the SEC. The Proxy Statement will include the information required under applicable Law for the purpose of soliciting proxies of the stockholders of Parent to vote in favor of (i) the approval of this Agreement, the Mergers and the Interests Purchase; (ii) the change of the name of Parent to “Psyop, Inc.”; (iii) an amendment to Parent’s Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock to 40,000,000; (iv) an amendment to Parent’s Certificate of Incorporation to make Parent’s corporate existence perpetual and to delete therefrom provisions that will no longer be applicable upon consummation of the Subsidiary Merger; (v) the election of directors; (vi) the approval of an equity incentive plan for the benefit of the employees of and consultants to the Surviving Corporation as well as for the benefit of employees, consultants and directors of Parent, in consultation an amount not to exceed 9.4% of the outstanding share capital of Parent immediately following the Closing; and (vii) an adjournment proposal to permit further solicitation and the vote of proxies if, based upon the tabulated vote at the time of the meeting with respect to which the Proxy Statement is delivered to Parent’s stockholders, Parent is not authorized to consummate the Mergers and the Interests Purchase. In connection therewith, the Company will provide to Parent as soon as practicable after the date hereof audited financial statements in accordance with applicable SEC rules and regulations. The Company and its counsel shall be given the opportunity to review and comment on the preliminary Proxy Statement and all amendments thereto prior to their being filed with the CompanySEC. Parent will respond to any comments of the SEC, and Parent will use its commercially reasonable efforts to mail the Proxy Statement to its stockholders at the earliest practicable time. As promptly as practicable after the execution of this Agreement, the Company and Parent will prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws federal, foreign or blue sky laws relating to the Mergers and the transactions contemplated hereby by this Agreement, (collectively, the “Other Filings”). Parent shall Each party will notify the Company other party promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel other party with copies of all written correspondence between Parent such party or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, the Mergers or any Other Filing. Parent shall permit the Company and its counsel to review the The Proxy Statement and any exhibits, amendments or supplements thereto the Other Filings will comply in all material respects with all applicable requirements of law and shall consult with the Company rules and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company and Parent, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement proxy materials will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of the adoption of this Agreement and the approval of the Mergers (“Parent Stockholder Approval”) at the Parent Stockholders’ Meeting. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock. (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Parent Stockholders’ Meeting in accordance with the DGCL the other provisions of this Agreement, solicit proxies from such holders to vote in favor of: (i) of the adoption of this Agreement and the approval of the Mergers and the other transactions contemplated hereby; (ii) an amendment matters presented to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent for approval or adoption at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as Meeting, including, without limitation, the “Parent Stockholder Approval”matters described Section 6.08(a). (c) The Company Parent shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Subject to the fiduciary duties of Parent, acting through its board of directors (i) Parent directors, shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and Agreement, the approval of the Mergers and the approval of the other Voting Mattersproposals to be presented for consideration at the Parent Stockholders’ Meeting, and shall otherwise take all lawful action use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, the Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySecurities and Exchange Commission (the “SEC”). The Parent will respond to any comments of the SEC and the Parent will use its commercially reasonable efforts to mail the Proxy Statement to its stockholders at the earliest practicable time. As promptly as practicable after the execution of this Agreement, the Company and the Parent will prepare and file any other filings required under, and in accordance with, under the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act of 1933 (the “Securities Act, the applicable NASDAQ listing rules ”) or any other Laws Federal, foreign or Blue Sky laws relating to the transactions contemplated hereby Transaction, (collectively, the “Other Filings”). Parent shall Each party will notify the Company other party promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel other party with copies of all written correspondence between Parent such party or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement Statement, the Transaction or any Other Filing. Parent shall permit the Company and its counsel to review the The Proxy Statement and any exhibits, amendments or supplements thereto the Other Filings will comply in all material respects with all applicable requirements of law and shall consult with the Company rules and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact or omitting to state a material fact necessary in order to make Other Filing, the statements made, in light of the circumstances under which they were made, not misleading, Parent Company or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company and the Parent, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement proxy materials will be sent to the stockholders of the Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of the Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyTransaction (“Parent Stockholder Approval”); (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of the Parent Common Stock to the extent that such issuance requires shareholder approval, and (iii) the adoption of a stock incentive plan (the “Parent Plan”) at the Parent Stockholders’ Meeting. Such proxy materials shall be issued as in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock Merger Consideration; (iv) approval Stock. The Parent covenants to, within a reasonable time following the Closing, amend the certificate of incorporation of the Parent equity compensation plan in to change the form attached hereto Parent’s name to “Oregano’s Pizza Bistro, Inc.” or such similar available name as Annex F, which provides for 8.5% recommended by management of the outstanding shares Parent following the Closing. (b) As soon as practicable following its approval by the SEC, the Parent shall distribute the Proxy Statement to the holders of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”)and, (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of pursuant thereto, shall call the Parent Stockholders’ Meeting (in accordance with the matters described Delaware General Corporation Law and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in clauses (i) through (vi), shall be referred to as favor of the “Voting Matters” adoption of this Agreement and the approval of the Voting Matters by First Merger and the other matters presented to the stockholders of the Parent for approval or adoption at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as Meeting, including, without limitation, the “Parent Stockholder Approval”matters described Section 6.1(a). (c) The Company Parent shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL Delaware General Corporation Law in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, the Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of the Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Subject to the fiduciary duties of The Parent, acting through its board of directors (i) Parent directors, shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers First Merger and the other Voting MattersSecond Merger, and shall otherwise take all lawful action use commercially reasonable efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “a Notice of Meeting and Preliminary Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity Statement relating to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose Parent’s stockholders (the “Parent Stockholders’ Stockholder Meeting”) to be held for the purpose of voting on the Transactions and other matters as may be deemed necessary or advisable by the Parent, including, without limitation, an amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Amendment”). As promptly as reasonably practicable after filing such Notice of Meeting and Preliminary Proxy Statement, but in any event subject to the execution rules and regulations of this Agreementthe SEC, Parent shall, in consultation with the Company, Company shall prepare and file any other filings required underwith the SEC, and in accordance withmail to its stockholders of record as of the close of business on the record date established by the Parent for the Parent Stockholder Meeting (the “Record Stockholders”), the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws a Notice of Meeting and Definitive Proxy Statement relating to the transactions contemplated hereby (collectively, the “Other Filings”)Parent Stockholder Meeting. Parent shall notify the Company promptly upon the receipt The Notice of any comments from the SEC or its staff Meeting and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Preliminary Proxy Statement and any exhibits, amendments or supplements thereto Notice of Meeting and shall consult with the Company and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Definitive Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be are sometimes hereinafter referred to as the “Voting Matters” and approval Proxy Statements.” (b) Sellers shall furnish all information concerning the Sellers as the Parents may request in connection with the preparation of the Voting Matters by Proxy Statements, including, without limitation, any information in response to comments received from the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”)SEC, if applicable. (c) The Company Parent Stockholder Meeting shall provide Parentbe called for a date which, as promptly as reasonably practicableafter taking into consideration the provisions of the Certificate of Incorporation and Bylaws, with such information concerning the Company Entities as may be necessary for Delaware General Corporation Law, the information concerning rules and regulations of the Company Entities in the Proxy Statement SEC and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act NASDAQ Listing Rules and the DGCL in connection with the preparation, filing and distribution recommendations of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of any proxy solicitor engaged by the Parent Stockholders’ with respect to the Parent Stockholder Meeting and the preparation Transactions, is as prompt as practicable after the Notice of Meeting and filing of Definitive Proxy Statement is filed with the Other Filings. The information relating SEC and mailed to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Record Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, (d) The Parent shall use its commercially reasonable efforts to secure all required authorizations, consents, waivers, amendments and approvals with respect to the Transactions and the Amendment, including, without limitation, the stockholder approvals described in Section 3.1(d)(ii) hereto and contemplated by the Proxy Statements, including postponing or adjourning the Proxy Stockholder Meeting (i) for the absence of a quorum, (ii) to allow reasonable additional time for any supplemental or amended disclosure necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders prior to the Parent Stockholder Meeting or (iv) to allow additional solicitation of votes in order to obtain the Required Stockholders Approval (e) Parent shall consummate the Distribution in accordance with the terms of the Distribution Agreement, and shall use its best efforts to ensure that complete the Proxy Statement does notDistribution as promptly as practicable following the Closing, as of but in no event more than ninety (90) days following the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement)Closing date. (d) Subject to the fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Matters.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 Parent with the SEC (as such filing proxy statement is amended or supplemented, the “Proxy Statement”) for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company Seller promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company Seller and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company Seller and its counsel to review the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company Seller and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanySeller, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanySeller’s failure to consent is the CompanySeller’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanySeller, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyhereby (“Parent Stockholder Approval”); (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of any stock exchange on which the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company is listed; and (viiii) the adjournment of the Parent Stockholders’ Meeting special meeting (the matters described in clauses (i) through (viiii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company Parent shall, as soon as reasonably practicable following the date of this Agreement, take all actions necessary to establish a record date for, duly call, give notice of and after mailing of the Proxy Statement, convene and hold the Parent Stockholders’ Meeting. For the purpose of approving the Voting Matters, and shall use its reasonable efforts to cause such meeting to occur as soon as reasonably practicable. (d) Seller and the Stockholders shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Seller Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Seller Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Seller or any other information furnished in writing by any Company Entity Seller for inclusion in the Proxy Statement). (de) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Transaction and the other Voting Matters, and shall otherwise take all lawful action use its commercially reasonable efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySEC. Parent will respond to any comments of the SEC, and Parent will use its reasonable commercial efforts to (i) cause the Proxy Statement, including any amendment or supplement thereto, be approved by the SEC, and (ii) cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable. As promptly as practicable after the execution of this Agreement, Parent will prepare and file any other filings required under, and in accordance with, under the Securities Act or the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Federal, foreign or Blue Sky Laws relating to the transactions contemplated hereby Transaction (collectively, the “Other Filings”). Parent shall will notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel with copies of all written correspondence between Parent or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provideddelayed (it being understood and agreed that it shall not be deemed reasonable to withhold, howevercondition or delay consent to prevent or object to the disclosure of a fact, circumstance or item that Parent shall is required to be permitted to make such filing disclosed by applicable Law, rule or response in regulation or by the absence of such consent if the basis staff of the Company’s failure to consent is SEC after reasonable consideration of all relevant facts and circumstances). Parent agrees that the Company’s unwillingness to permit Proxy Statement and the inclusion Other Filings will comply in such filing or response of information that, based on all material respects with all applicable Laws and the advice of outside counsel to Parent, is required by the SEC rules and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) Stockholders for the purpose of soliciting proxies from holders of Parent Common Stock Stockholders to vote at the Parent Stockholders’ Meeting in favor of: , among other things, (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate Certificate of incorporation Incorporation to extend the date by which Parent must complete a business combination from January 23, 2010 to February 16, 2010, (ii) approval of the Merger, including the issuance and bylaws sale of the Parent Common Stock to the extent that such issuance requires stockholder approval under the rules of the NYSE Amex; (iii) approval of the amendments to the Certificate of Incorporation of Parent as required so that the Certificate of Incorporation of Parent can be amended and restated substantially in the form attached hereto as Exhibit C, (iv) approval of the 2009 Omnibus Stock Incentive Plan substantially in the form attached hereto as Exhibit D, and (v) approval of a form customary adjournment or postponement proposal reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as v) the “Voting Matters” and approval ”). The Proxy Statement shall also be used to solicit proxies from holders of Public Warrants to vote in favor of the Voting Matters by amendment of all Public Warrants and Insider Warrants substantially in the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to form attached hereto as Exhibit E (the “Parent Stockholder ApprovalWarrant Amendment”). (b) As soon as practicable after the Proxy Statement is approved by the SEC or Parent has been notified by the SEC that it will not review the Proxy Statement, Parent shall distribute the Proxy Statement to the Parent Stockholders and, pursuant thereto, shall (i) call a meeting of the Parent Stockholders (the “Parent Stockholders’ Meeting”) in accordance with the DGCL and solicit proxies from such holders to vote in favor of the approval of the Voting Matters, and (ii) call a meeting of the holders of Warrants in accordance with the DGCL and solicit proxies from such holders to vote in favor of the approval of the Warrant Amendment. (c) The Parent shall (i) comply, and the Company shall provide Parent, as promptly as reasonably practicable, Parent with such information concerning the Company Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and other applicable federal securities laws and all applicable provisions of the DGCL Delaware General Corporation Law in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light (ii) without limiting the generality of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, Stockholders and as of the date of the Parent Stockholders’ Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, not misleading; provided that, in each case, notwithstanding anything in this Agreement to the contrary, Parent shall not be responsible for the accuracy or completeness of any information relating to the Company, its Subsidiaries or its Affiliates, or any other information furnished by or on behalf of the Company or its Subsidiaries for inclusion in the Proxy Statement. (d) Subject to its fiduciary duties under Delaware Law, the Board of Directors of Parent shall recommend that the Parent Stockholders vote in favor of approval of the Voting Matters and that the holders of Warrants vote in favor of approval of the Warrant Amendment, and Parent, acting through Board of Directors of Parent, shall include in the Proxy Statement such recommendation, and shall otherwise use best efforts to obtain the Parent Stockholder Approval; provided that under no circumstances shall Parent’s directors, officers or shareholders be required to expend any personal funds (other than reasonable business expenses reimbursable by Parent), incur any liabilities or bring (or threaten to bring) any Action against a third party in order to obtain the Parent Stockholder Approval. This Section 5.2(d) shall not require Parent to make any payment to any shareholder in exchange for such shareholder’s vote in favor of the Merger. The Company shall use reasonable commercial efforts to assist Parent in obtaining the Parent Stockholder Approval, including by participating in customary investor presentations and road shows. (e) The Company shall review the Proxy Statement and shall confirm in writing to Parent, as of the date of mailing the Proxy Statement to Parent Stockholders, that the information relating to the Company contained in the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the “Proxy Confirmation”). From and after the date on which the Proxy Statement is mailed to the Parent shall not be responsible for Stockholders, the accuracy or completeness Company will give Parent written notice of any information relating to action taken or not taken by the Company or its Subsidiaries which is known by the Company to cause the Proxy Confirmation to be incorrect or inaccurate in any other material respect; provided that, if any such action shall be taken or fail to be taken, the Company and Parent shall cooperate fully to cause an amendment to be made to the Proxy Statement such that the Proxy Confirmation is no longer incorrect or inaccurate in any material respect with respect to any information furnished concerning the Company required to be included in writing by the Proxy Statement. (f) The Company shall (i) use its reasonable best efforts to provide (or cause to be provided) to Parent, as promptly as reasonably practicable and in any Company Entity event prior to the date on which the Proxy Statement is mailed to the Parent Stockholders, in form and substance appropriate for inclusion in the Proxy Statement, all financial statements with respect to the Company and its Subsidiaries, including pro forma financial statements, required by the Exchange Act (and the rules and regulations thereunder) to be included in the Proxy Statement, (ii) cooperate with Parent in connection with the preparation of pro forma financial statements reflecting the Merger and certain prior Company acquisitions, that comply with either (A) the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) for financial statements that would be required to be included in a definitive Proxy Statement filed pursuant to Regulation 14A of the Exchange Act or (B) the requirements set forth in clause (A) except as the staff of the SEC may permit Parent by waiver of such requirements, and (iii) provide and make reasonably available upon reasonable notice the senior management employees and other Representatives of the Company to discuss the materials required to be prepared and delivered pursuant to this Section 5.2(f). In addition, not later than January 8, 2010, the Company shall deliver to Parent a list of each Contract to which the Company or any of its Subsidiaries is a party which is a “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC. (d) Subject to the fiduciary duties of its board of directors (ig) Parent shall include promptly advise the Company, at any time and from time to time, if it becomes a party to or bound by any Contract requiring or contemplating any payment, directly or indirectly, to any Parent Stockholder, any holder of Public Warrants or any other Person to secure votes in connection with the Proxy Statement Parent Stockholder Approval and/or approval of the unanimous recommendation of its board of directors that the holders Warrant Amendment, as applicable, or to purchase shares of Parent Common Stock or Public Warrants from Persons who intend to vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action against or who could reasonably be expected to solicit and obtain vote against the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor and/or the Warrant Amendment, as applicable, including, but not limited to, through any committee thereof shall withdraw forward contract or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting Mattersother similar arrangement.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers Merger and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company Seller promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company Seller and its their counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company Seller and its their counsel to review the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company Seller and its advisors, in good faith, their advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanySeller, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanySeller’s failure to consent is the CompanySeller’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and the United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanySeller, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers Merger and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”Parent, and such other changes as agreed by declassify the board of directors of Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent an equity compensation plan in the a form attached hereto as Annex F, which provides reasonably satisfactory to Parent and Seller and providing for 8.5% of the outstanding 4,129,630 shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules Schedule prior to the Closing) (the “Parent Equity Compensation Plan”), ; (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (viv), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company Seller and the Stockholders shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Seller Entities as may be necessary for the information concerning the Company Seller Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting Meeting, and the preparation and filing of the Other Filings. The information relating to the Company Seller Entities furnished by or on behalf of the Company Seller Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Seller or any other information furnished in writing by any Company Entity a Seller for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Merger and the other Voting Matters, and shall otherwise take all lawful action act in good faith and use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 Parent with the SEC (as such filing proxy statement is amended or supplemented, the “Proxy Statement”) for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall notify the Company Seller promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company Seller and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company Seller and its counsel to review the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company Seller and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanySeller, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the CompanySeller’s failure to consent is the CompanySeller’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanySeller, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyhereby (“Parent Stockholder Approval”); (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of any stock exchange on which the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company is listed; and (viiii) the adjournment of the Parent Stockholders’ Meeting special meeting (the matters described in clauses (i) through (viiii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company Parent shall, as soon as reasonably practicable following the date of this Agreement, take all actions necessary to establish a record date for, duly call, give notice of and after mailing of the Proxy Statement, convene and hold the Parent Stockholders’ Meeting. For the purpose of approving the Voting Matters, and shall use its reasonable efforts to cause such meeting to occur as soon as reasonably practicable. (d) Seller and the Member shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Seller Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Seller Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL and the DLLCA or TBOC in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Seller or any other information furnished in writing by any Company Entity Seller for inclusion in the Proxy Statement). (de) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Transaction and the other Voting Matters, and shall otherwise take all lawful action use its commercially reasonable efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySEC. Parent will respond to any comments of the SEC, and Parent will use its reasonable best efforts to (i) cause the Proxy Statement, including any amendment or supplement thereto, be approved by the SEC, and (ii) cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable. As promptly as practicable after the execution of this Agreement, Parent will prepare and file any other filings required under, and in accordance with, under the Securities Act or the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Federal, foreign or Blue Sky Laws relating to the transactions contemplated hereby Transaction (collectively, the “Other Filings”). Parent shall will notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provideddelayed (it being understood and agreed that it shall not be deemed reasonable to withhold, howevercondition or delay consent to prevent or object to the disclosure of a fact, circumstance or item that Parent shall is required to be permitted to make such filing disclosed by applicable Law, rule or response in regulation or by the absence of such consent if the basis staff of the Company’s failure to consent is SEC after reasonable consideration of all relevant facts and circumstances). Parent agrees that the Company’s unwillingness to permit Proxy Statement and the inclusion Other Filings will comply in such filing or response of information that, based on all material respects with all applicable Laws and the advice of outside counsel to Parent, is required by the SEC rules and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) Stockholders for the purpose of soliciting proxies from holders of Parent Common Stock Stockholders to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions Initial Business Combination contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stockby this Agreement, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of including the issuance and sale of shares of the Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of the applicable stock exchange; and (ii) approving amendments to the Certificate of Incorporation of Parent equity compensation plan as required so that the Certificate of Incorporation of Parent can be amended and restated in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting on Exhibit E (the matters described in clauses (i) through and (viii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (b) As soon as practicable after the Proxy Statement is approved by the SEC or Parent has been notified by the SEC that it will not review the Proxy Statement, Parent shall distribute the Proxy Statement to the Parent Stockholders and, pursuant thereto, shall call a meeting of the Parent Stockholders (the “Parent Stockholders’ Meeting”) in accordance with the DGCL and solicit proxies from such holders to vote in favor of the approval of the Transaction and the other Voting Matters. (c) The Parent shall comply, and the Company shall provide Parent, as promptly as reasonably practicable, Parent with such information concerning the Company Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and other applicable federal securities laws and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common StockStockholders, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity or its Subsidiaries for inclusion in the Proxy Statement). (d) Subject to the its fiduciary duties under Delaware Law, the Board of its board Directors of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors recommend that the Parent Stockholders vote in favor of approval of the Transaction and the other Voting Matters, and Parent, acting through Board of Directors of Parent, shall include in the Proxy Statement such recommendation, and shall otherwise use best efforts to obtain the Parent Stockholder Approval; provided that under no circumstances shall Parent’s directors, officers or shareholders be required to expend any personal funds (other than reasonable business expenses reimbursable by Parent), incur any liabilities or bring (or threaten to bring) any Action against a third party in order to obtain the Parent Stockholder Approval. This Section 5.2(d) shall not be construed to require Parent to be required to make any payment to any shareholder in exchange for such shareholder’s vote in favor of the Merger. The Company shall use reasonable best efforts to assist Parent in obtaining the Parent Stockholder Approval, including by participating in customary investor presentations and road shows. (e) The Company shall review the Proxy Statement and shall confirm in writing to Parent, as of the date of mailing the Proxy Statement to Parent Stockholders, that the information relating to the Company contained in the Proxy Statement does not, to the knowledge of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (the “Proxy Confirmation”). From and after the date on which the Proxy Statement is mailed to the Parent Stockholders, the Company will give Parent written notice of any action taken or not taken by the Company or its Subsidiaries which is known by the Company to cause the Proxy Confirmation to be incorrect or inaccurate in any material respect; provided that, if any such action shall be taken or fail to be taken, the Company and Parent shall cooperate fully to cause an amendment to be made to the Proxy Statement such that the Proxy Confirmation is no longer incorrect or inaccurate in any material respect with respect to any information concerning the Company required to be included in the Proxy Statement. (f) The Company shall provide to Parent in form and substance appropriate for inclusion in the Proxy Statement, audited consolidated financial statements of the Company and its Subsidiaries as of December 31, 2008 and for the twelve months ended December 31, 2008 (the “December Financial Statements”), as soon as reasonably practicable, but no later than February 28, 2009, (iii) shall cooperate with Parent in connection with the preparation of related pro forma financial statements, in each case that comply with either (A) the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) for financial statements that would be required to be included in a definitive Proxy Statement filed pursuant to Regulation 14A of the Exchange Act or (B) the requirements set forth in clause (A) except as the staff of the SEC may permit Parent by waiver of such requirements (in either case (A) or (B), together with customary reports and “comfort” letters of the Company’s independent public accountants) and (iv) shall provide and make reasonably available upon reasonable notice the senior management employees of the Company to discuss the materials prepared and delivered pursuant to this Section 5.2(f).

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable From and after the date of this AgreementClosing, Parent shall, and Seller shall cooperate with Parent in consultation with the Companyorder to, prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a registration preliminary proxy statement pursuant to the requirements Section 14(a) of the Securities Exchange Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) ), which shall include proxy materials for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders stockholder to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on Stockholder Approval at a duly convened stockholders’ meeting of at which the holders of Parent Common Stock to Stockholder Approval will be called and held for such purpose considered (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this AgreementIn addition, Parent shall, in consultation with the Company, shall prepare and file with the SEC any other filings Parent SEC Filings as and when required under, and or requested by the SEC in accordance with, the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws relating to connection with the transactions contemplated hereby (collectivelyas provided in this Section 6.04. Seller will furnish to Parent all information relating to it or any of its Affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement and such other filings promptly following request therefor from the Company, and Parent and Seller otherwise shall cooperate with each other in the “Other preparation of the Proxy Statement and any other Parent SEC Filings”). Parent shall notify acknowledges and agrees that none of the Company promptly upon the receipt of any comments from the SEC information with respect to Parent or its staff and Subsidiaries to be included in the Proxy Statement will, at the time of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to mailing of the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with the Company and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (c) The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure misleading and that the Proxy Statement does not, will comply as to form in all material respects with the provisions of the date on which Exchange Act and the rules and regulations promulgated thereunder. Seller covenants and agrees that none of the information provided by it is distributed with respect to Seller, any of its Affiliates or the holders Company to be included in the Proxy Statement will, at the time of Parent Common Stockthe mailing of the Proxy Statement or any amendments or supplements thereto, and as of at the date time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading misleading. Parent shall promptly notify Seller of the receipt of any comments of the SEC with respect to the Proxy Statement or any other Parent SEC Filings related thereto and of any requests by the SEC for any amendment or supplement thereto or for additional information related thereto and shall provide to Seller copies of all correspondence between the Company or any representative of Parent and the SEC related thereto. Parent shall give Seller and its counsel the opportunity to review the Proxy Statement and any other Parent SEC Filings related thereto for a reasonable time as is reasonably practicable prior to their being filed with the SEC and shall give Seller and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments for a reasonable time prior to their being filed with, or sent to, the SEC. Parent shall in good faith consider Seller’s reasonable comments on any such documents. Parent agrees to use its commercially reasonable efforts, after consultation with the other Parties hereto, to respond promptly to all such comments of and requests by the SEC, and resolve all such comments as promptly as reasonably practicable. (provided b) Without limiting the foregoing, Parent (i) will file the preliminary Proxy Statement with the SEC no later than the later of (x) 15 Business Days after the completion of the Company Audited Financial Statements or (y) 15 Business Days after the completion of the filing and mailing of the definitive proxy materials relating to Parent’s 2010 Annual Meeting of holders of Parent Common Stock (“Parent’s 2010 Annual Meeting”), (ii) will file with the SEC and mail to the stockholders of Parent the definitive Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Parent Common Stock entitled to vote at the Parent Stockholders’ Meeting within five Business Days (or such longer period of time as necessary to complete broker searches) following, as applicable, (x) the tenth calendar day following the date that the preliminary Proxy Statement is filed, in the event that the SEC does not review the Proxy Statement, or (y) the date that the Company is notified by the SEC that the SEC has no further comments on the preliminary Proxy Statement or the most recent amendment thereto filed with the SEC; provided, however, that Parent shall not be responsible required to file or mail the definitive Proxy Statement prior to mailing the Proxy Statement Parent’s 2010 Annual Meeting, and (iii) will duly call, notice and convene and hold the Parent Stockholders’ Meeting not later than 21 Business Days after the Proxy Statement is mailed to its stockholders; provided, however, that Parent shall not be required to hold the Parent Stockholders’ Meeting on or prior to the date of Parent’s 2010 Annual Meeting. Seller acknowledges and agrees that Parent Stockholders’ Meeting may also be Parent’s 2010 Annual Meeting if Parent shall determine that to be advisable. Notwithstanding anything in the foregoing, except for Parent’s 2010 Annual Meeting, under no circumstances will Parent hold a stockholder meeting prior to holding and completing the Parent Stockholders’ Meeting. (c) Parent will, promptly upon written request therefor by Seller or the Company, pay or reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred from and after July 1, 2010 at the request and direction of Parent in writing for the accuracy preparation of information related to Seller or completeness of any information relating to the Company or any other information furnished in writing by any (including, if appropriate, the Audited Company Entity Financial Statements) for inclusion in the Proxy Statement, other than those costs, including legal and other transaction advisory fees and expenses, incurred by or on behalf of Seller or the Company on or prior to the Closing in connection with the negotiation, preparation or execution of this Agreement or the consummation of the Mergers (collectively, the “Seller Proxy Expenses”). Notwithstanding the foregoing, Parent shall have no obligation to reimburse Seller or the Company for any Seller Proxy Expenses (a) that are in excess of the estimates of Seller Proxy Expenses presented to and approved in writing by Parent unless subsequent presentment and approval for any such excess amount is obtained, or (b) that are incurred from and after the date on which Parent instructs the Company or Seller that it will not reimburse for any Seller Proxy Expenses that have not been incurred as of such date (until such time as, and solely to the extent that, Parent has withdrawn or modified such instruction); provided, that neither Seller nor the Company shall be obligated to incur further Seller Proxy Expenses or prepare any further information for inclusion in the Proxy Statement upon receipt of such instruction from Parent. For purposes of clarity, the Seller Proxy Expenses that Parent is obligated to pay or reimburse pursuant to this Section 6.04(c) (i) will not be treated as a current liability of the Company for purposes of calculating Net Working Capital Amount and (ii) the full amount of any such Seller Proxy Expenses paid by the Company prior to the Closing and not reimbursed by Parent shall be treated as a current asset of the Company for purposes of calculating the Net Working Capital Amount. (d) Subject to Parent, acting through the fiduciary duties of its board of directors (i) Parent Board, shall include in the Proxy Statement the unanimous recommendation of its board of directors the Parent Board (the “Parent Board Recommendation”) that the stockholders of Parent approve (i) the rights of holders of Parent Special Stock to convert such stock into shares of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board the voting rights of directors the Parent Special Stock, in each case, in accordance with the Series A Special Stock Certificate of Designations. Parent shall use its commercially reasonable efforts to obtain the Stockholder Approval. Neither the Parent Board nor any committee thereof shall withdraw or modify, or propose publicly propose to withdraw or resolve modify, the Parent Board Recommendation unless and only to the extent that the Parent Board determines, in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duty to its stockholders to not withdraw or modify the Parent Board Recommendation. In the event the Parent Board determines to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote Board Recommendation, Parent shall promptly notify Seller of such determination in favor writing, such notice to set forth in reasonable detail the basis for such determination, and shall refrain, and shall cause its Affiliates to refrain, from making any public announcement of the Voting Matterssuch determination until three Business Days after delivery of such notice.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly soon as reasonably practicable after receipt by Parent from the date Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, the execution of this Agreement, Parent shall, in consultation with the Company, shall prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplementedunder the Exchange Act, the “Proxy Statement”) and with all other applicable regulatory bodies, proxy materials for the purposes purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of: (i) registering the Common Stock adoption of this Agreement and the approval of the Merger Consideration under the Securities Act, (“Parent Stockholder Approval”); (ii) providing Parent’s stockholders with the opportunity change of the name of Parent to redeem their a name selected by the Company (the “Name Change Amendment”); (iii) an increase in the number of authorized shares of Parent Common Stock in connection with to 150,000,000 (the Mergers “Capitalization Amendment”); (iv) an amendment to remove the preamble and (iii) soliciting proxies Sections A through D, inclusive, of Article Sixth from Parent’s stockholders Certificate of Incorporation from and after the Closing and to obtain redesignate section E of Article Sixth as Article Sixth; and (vi) the requisite approval adoption of the transactions contemplated hereby a Stock Incentive Plan in a form reasonably acceptable to Parent and the other matters to be voted on Company (the “Parent Plan”), at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly The Parent Plan shall provide that an aggregate of 3,000,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of the Proxy Statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock and the Proxy Statement shall comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Company shall furnish to Parent all information concerning the Company as Parent may reasonably practicable after the execution of this Agreement, Parent shall, request in consultation connection with the Company, prepare preparation of the Proxy Statement. Each of Parent and file any other filings required under, and in accordance with, the Exchange Act, the Securities Act, the applicable NASDAQ listing rules or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). Parent shall Company will notify the Company other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide and it will supply the Company and its counsel other with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, SEC or its staff or other government officials, on the other hand, governmental officials with respect to the Proxy Statement or any Other Filingthe Merger. Parent shall permit the The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and any exhibits, amendments or supplements thereto and shall consult with otherwise use reasonable best efforts to cause the Company and its advisors, in good faith, concerning any comments from Proxy Statement to be approved for issuance by the SEC with respect theretoas promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and shall reasonably consider and take into account territories of the reasonable suggestionsUnited States in which it is believed, comments or opinions based on information furnished by the Company, holders of the Company membership interests reside and its advisors, and shall not file to take any other such actions that may be necessary to enable the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not Parent Common Stock Interests to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement issued pursuant to the Proxy StatementMerger in each such jurisdiction. (b) The Proxy Statement will be sent to the stockholders of Parent as As soon as practicable following its approval by the SEC (but in any eventSEC, within five (5) Business Days following such approval) for Parent shall distribute the purpose of soliciting proxies from Proxy Statement to the holders of Parent Common Stock to vote at and, pursuant thereto, shall call the Parent Stockholders’ Meeting in accordance with the Delaware General Corporation Law (“DGCL”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of: (i) of the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent Merger and the Company other matters presented to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent for approval or adoption at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as Meeting, including, without limitation, the “Parent Stockholder Approval”matters described in Section 5.1(a). (c) The Company Parent shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Subject to the fiduciary duties of Parent, acting through its board of directors (i) Parent directors, shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting MattersMerger, and shall otherwise take all lawful action use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this AgreementOriginal Agreement Date, Parent shall, in consultation with the Company, prepare shall have prepared and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including filed a proxy statement of Parent, on Form S-4 Parent with the SEC (as such filing proxy statement is amended or supplemented, the “"Proxy Statement”") for the purposes purpose of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s 's stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “"Parent Stockholders’ ' Meeting”"). As promptly as reasonably practicable after the execution of this AgreementOriginal Agreement Date, Parent shall, in consultation with the Company, shall have prepared and filed and shall continue to prepare and file any other filings required under, and in accordance with, under the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Laws relating to the transactions contemplated hereby (collectively, the “"Other Filings”"). Parent shall notify the Company ED&F promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company ED&F and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall have permitted and shall continue to permit the Company ED&F and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall have consulted and shall continue to consult with the Company ED&F and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, thereto and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, not have filed and shall not file the Proxy Statement or any exhibits, amendments amendment or supplements supplement thereto or any response letters to any comments from the SEC without the prior written consent of the CompanyED&F, with such consent not to have been and not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Parent shall have been permitted and shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s ED&F's failure to consent is the Company’s ED&F's unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, was or is required by the SEC and United States securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will have complied and will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurred or occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyED&F, as the case may be, shall have informed and shall continue to inform promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (b) . The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote at the Parent Stockholders’ ' Meeting in favor of: (i) the adoption of this Agreement and the approval of the Mergers and other transactions contemplated herebyhereby ("Parent Stockholder Approval"); (ii) an amendment to Parent’s certificate the change of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer"Westway Group, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”)"; (iii) approval the amendment and restatement of Parent's certificate of incorporation in the form attached hereto as required by the applicable NASDAQ listing rules of Exhibit B; (iv) the issuance and sale of shares of Parent Common Stock to the extent that such issuance requires stockholder approval under the rules of any stock exchange on which Parent's common stock is or will be issued as Common Stock Merger Considerationlisted; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval the election of any matters the Proposed Initial Directors to serve as agreed by Parent and the Company Board of Directors of Parent, effective immediately following the Closing; and (vi) the adjournment of the Parent Stockholders’ Meeting meeting (the matters described in clauses (i) through (vi), shall be referred to as the “"Voting Matters” "). (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Parent Stockholders' Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Transaction and the other Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”)Matters. (c) The Company Parent shall comply, and ED&F shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be Transferred Companies reasonably requested by Parent that is necessary for the information concerning the Company Entities Transferred Companies in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ ' Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company Transferred Companies or any other information furnished in writing by any Company Entity ED&F for inclusion in the Proxy Statement). (d) Subject to the fiduciary duties of its board of directors (i) directors, Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers Transaction and the other Voting Matters, and shall otherwise take all lawful action use best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersApproval.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySEC. Parent will respond to any comments of the SEC, and Parent will use its commercially reasonable efforts to mail the Proxy Statement to its stockholders as promptly as practicable. As promptly as practicable after the execution of this Agreement, Parent will prepare and file any other filings required under, and in accordance with, under the Securities Act or the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Federal, foreign or Blue Sky Laws relating to the transactions contemplated hereby Transaction (collectively, the “Other Filings”). Parent shall will notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provideddelayed (it being understood and agreed that it shall not be deemed reasonable to withhold, howevercondition or delay consent to prevent or object to the disclosure of a fact, circumstance or item that Parent shall is required to be permitted to make such filing disclosed by applicable Law, rule or response in regulation or by the absence of such consent if the basis staff of the Company’s failure to consent is SEC after reasonable consideration of all relevant facts and circumstances). Parent agrees that the Company’s unwillingness to permit Proxy Statement and the inclusion Other Filings will comply in such filing or response of information that, based on all material respects with all applicable Laws and the advice of outside counsel to Parent, is required by the SEC rules and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) Stockholders for the purpose of soliciting proxies from holders of Parent Common Stock Stockholders to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions Initial Business Combination contemplated herebyby this Agreement; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of the Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of the applicable stock exchange; and (iii) approving amendments to the Certificate of Incorporation of Parent equity compensation plan as required so that the Certificate of Incorporation of Parent can be amended and restated in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting on Exhibit B (the matters described in clauses (i) through (viiii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the Parent Stockholders and, pursuant thereto, shall call a meeting of the Parent Stockholders (the “Parent Stockholders’ Meeting”) in accordance with the DGCL and solicit proxies from such holders to vote in favor of the approval of the Transaction and the other Voting Matters. (c) The Parent shall comply, and the Company shall provide Parent, as promptly as reasonably practicable, Parent with such information concerning the Company Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and other applicable federal securities laws and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common StockStockholders, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). (d) Subject to the its fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Mattersunder Delaware Law, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board Board of directors nor any committee thereof Directors shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors recommend that the Parent Stockholders vote in favor of approval of the Transaction and the other Voting Matters, and Parent, acting through the Parent Board of Directors, shall include in the Proxy Statement such recommendation, and shall otherwise use best efforts to obtain the Parent Stockholder Approval; provided that under no circumstances shall Parent’s directors, officers or shareholders be required to expend any personal funds (other than reasonable business expenses reimbursable by Parent), incur any liabilities or bring (or threaten to bring) any Action against a third party in order to obtain the Parent Stockholder Approval. This Section 6.2(d) shall not be construed to require Parent to be required to make any payment to any shareholder in exchange for such shareholder’s vote in favor of the Merger. The Company shall use reasonable best efforts to assist Parent in obtaining the Parent Stockholder Approval, including by participating in customary investor presentations and road shows. (e) The Company shall review the Proxy Statement and shall ensure and shall confirm in writing to Parent, as of the date of mailing the Proxy Statement to Parent Stockholders, that the information relating to the Company contained in the Proxy Statement does not, to the knowledge of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (the “Proxy Confirmation”). From and after the date on which the Proxy Statement is mailed to the Parent Stockholders, the Company will give Parent written notice of any action taken or not taken by the Company or its Subsidiaries which is known by the Company to cause the Proxy Confirmation to be incorrect or inaccurate in any material respect; provided that, if any such action shall be taken or fail to be taken, the Company and Parent shall cooperate fully to cause an amendment to be made to the Proxy Statement such that the Proxy Confirmation is no longer incorrect or inaccurate in any material respect with respect to any information concerning the Company required to be included in the Proxy Statement. (f) The Company shall provide to Parent, in form and substance appropriate for inclusion in the Proxy Statement, (i) unaudited consolidated financial statements of the Company and its Subsidiaries as of June 30, 2008 and for the six months ended June 30, 2008, as soon as reasonably practicable but no later than September 30, 2008 and (ii) audited consolidated financial statements of the Company and its Subsidiaries as of September 30, 2008 and for the nine months ended September 30, 2008 (including the associated report of the Company’s auditors) (the “September Financial Materials”), as soon as reasonably practicable but no later than December 31, 2008.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, Parent shall, in consultation with the Company, prepare and file a registration statement pursuant to the requirements of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with the SEC (as such filing is amended or supplemented, the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”). As promptly as reasonably practicable after the execution of this Agreement, Parent shall, in consultation will prepare and file the Proxy Statement with the CompanySEC. Parent will respond to any comments of the SEC, and Parent will use its commercially reasonable efforts to mail the Proxy Statement to its stockholders as promptly as practicable. As promptly as practicable after the execution of this Agreement, Parent will prepare and file any other filings required under, and in accordance with, under the Securities Act or the Exchange Act, the Securities Act, the applicable NASDAQ listing rules Act or any other Federal, foreign or Blue Sky Laws relating to the transactions contemplated hereby Transaction (collectively, the “Other Filings”). Parent shall will notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority governmental officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review participate in the preparation of the Proxy Statement and any exhibits, amendments amendment or supplements supplement thereto and shall consult with the Company and its advisors, in good faith, advisors concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions of the Company and its advisors, thereto and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provideddelayed (it being understood and agreed that it shall not be deemed reasonable to withhold, howevercondition or delay consent to prevent or object to the disclosure of a fact, circumstance or item that Parent shall is required to be permitted to make such filing disclosed by applicable Law, rule or response in regulation or by the absence of such consent if the basis staff of the Company’s failure to consent is SEC after reasonable consideration of all relevant facts and circumstances). Parent agrees that the Company’s unwillingness to permit Proxy Statement and the inclusion Other Filings will comply in such filing or response of information that, based on all material respects with all applicable Laws and the advice of outside counsel to Parent, is required by the SEC rules and United States securities Laws to be included thereinregulations promulgated thereunder. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of ParentParent Stockholders, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement will be sent to the stockholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) Stockholders for the purpose of soliciting proxies from holders of Parent Common Stock Stockholders to vote at the Parent Stockholders’ Meeting in favor of: of (i) the adoption of this Agreement and the approval of the Mergers and other transactions Initial Business Combination contemplated herebyby this Agreement; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent and the Company to increase the authorized number of shares of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of the Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) the extent that such issuance requires stockholder approval under the rules of the applicable stock exchange; and (iii) approving amendments to the Certificate of Incorporation of Parent equity compensation plan as required so that the Certificate of Incorporation of Parent can be amended and restated in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting on Exhibit B (the matters described in clauses (i) through (viiii), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent at the Parent Stockholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”). (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the Parent Stockholders and, pursuant thereto, shall call a meeting of the Parent Stockholders (the “Parent Stockholders’ Meeting”) in accordance with the DGCL and solicit proxies from such holders to vote in favor of the approval of the Transaction and the other Voting Matters. (c) The Parent shall comply, and the Company shall provide Parent, as promptly as reasonably practicable, Parent with such information concerning the Company Entities as may be reasonably requested by Parent that is necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply comply, with all applicable provisions of and rules under the Securities Act, the Exchange Act and other applicable federal securities laws and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common StockStockholders, and as of the date of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any the Company Entity for inclusion in the Proxy Statement). (d) Subject to the its fiduciary duties of its board of directors (i) Parent shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Mattersunder Delaware Law, and shall otherwise take all lawful action to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board Board of directors nor any committee thereof Directors shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors recommend that the Parent Stockholders vote in favor of approval of the Transaction and the other Voting Matters, and Parent, acting through the Parent Board of Directors, shall include in the Proxy Statement such recommendation, and shall otherwise use best efforts to obtain the Parent Stockholder Approval; provided that under no circumstances shall Parent’s directors, officers or shareholders be required to expend any personal funds (other than reasonable business expenses reimbursable by Parent), incur any liabilities or bring (or threaten to bring) any Action against a third party in order to obtain the Parent Stockholder Approval. This Section 6.2(d) shall not be construed to require Parent to be required to make any payment to any shareholder in exchange for such shareholder’s vote in favor of the Merger. The Company shall use reasonable best efforts to assist Parent in obtaining the Parent Stockholder Approval, including by participating in customary investor presentations and road shows. (e) The Company shall review the Proxy Statement and shall ensure and shall confirm in writing to Parent, as of the date of mailing the Proxy Statement to Parent Stockholders, that the information relating to the Company contained in the Proxy Statement does not, to the knowledge of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (the “Proxy Confirmation”). From and after the date on which the Proxy Statement is mailed to the Parent Stockholders, the Company will give Parent written notice of any action taken or not taken by the Company or its Subsidiaries which is known by the Company to cause the Proxy Confirmation to be incorrect or inaccurate in any material respect; provided that, if any such action shall be taken or fail to be taken, the Company and Parent shall cooperate fully to cause an amendment to be made to the Proxy Statement such that the Proxy Confirmation is no longer incorrect or inaccurate in any material respect with respect to any information concerning the Company required to be included in the Proxy Statement. (f) The Company shall provide to Parent, in form and substance appropriate for inclusion in the Proxy Statement, audited consolidated financial statements of the Company and its Subsidiaries as of September 30, 2008 and for the nine months ended September 30, 2008 (including the associated report of the Company’s auditors) (the “September Financial Materials”), as soon as reasonably practicable but no later than December 31, 2008.

Proxy Statement; Parent Stockholders’ Meeting. (a) As promptly as reasonably practicable after the date execution of this AgreementAgreement Parent will prepare, and in no event later than ten (10) days after Parent’s receipt of all of the Financial Statements required to be included in the Proxy Statement as of such date, Parent shallwill file the Proxy Statement with the SEC. The Company shall use reasonable commercial efforts to obtain on or before the filing of the Proxy Statement with the SEC, “comfort” letters from McGladrey & Xxxxxx which are customary in consultation scope with respect to the Parent’s use of certain of the Financial Statements and other financial information of the Company and GFA Brands in the Proxy Statement and other required securities filings. Prior to filing, the Company shall be given the reasonable opportunity to review and comment the Proxy Statement, including without limitation those portions involving disclosure of the Company, prepare GFA Brands and file a registration statement pursuant the Predecessor Companies. Parent will respond to the requirements any comments of the Securities Act (“Registration Statement”), including a proxy statement of Parent, on Form S-4 with SEC and use its commercially reasonable efforts to mail the SEC (as such filing is amended or supplemented, Proxy Statement to its shareholders at the “Proxy Statement”) for the purposes of (i) registering the Common Stock Merger Consideration under the Securities Act, (ii) providing Parent’s stockholders with the opportunity to redeem their shares of Parent Common Stock in connection with the Mergers and (iii) soliciting proxies from Parent’s stockholders to obtain the requisite approval of the transactions contemplated hereby and the other matters to be voted on at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholders’ Meeting”)earliest practicable time. As promptly as reasonably practicable after the execution of this Agreement, the Company and Parent shall, in consultation with the Company, will each prepare and file any other filings required under, and in accordance with, under the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act of 1933 (the “Securities Act, the applicable NASDAQ listing rules ”) or any other Laws federal, foreign or state blue sky laws relating to the Merger and the transactions contemplated hereby by this Agreement (collectively, the “Other Filings”). Parent shall Subject to the Company’s right to review and comment on the Proxy Statement set forth above, the Company hereby consents to the disclosure of information regarding the Company, GFA Brands and the Business, as well as the terms of the transactions contemplated hereby in the Proxy Statement and the Other Filings. Each party will notify the Company other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority Agency for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide information and will supply the Company and its counsel other party with copies of all written correspondence between Parent such party or any of its representatives, on the one hand, and the SEC, or its staff SEC or other government officialsGovernmental Agency, on the other hand, with respect to the Proxy Statement Statement, the Merger or any Other Filing. Parent shall permit the Company and its counsel to review the The Proxy Statement and any exhibits, amendments or supplements thereto and shall consult the Other Filings will comply in all material respects with the Company and its advisors, in good faith, concerning any comments from the SEC with respect thereto, and shall reasonably consider and take into account the reasonable suggestions, comments or opinions all applicable requirements of the Company and its advisors, and shall not file the Proxy Statement or any exhibits, amendments or supplements thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included thereinLaw. Whenever any event occurs which would reasonably is required to be expected set forth in an amendment or supplement to result in the Proxy Statement containing or any untrue statement of a material fact Other Filing, the Company or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the CompanyParent, as the case may be, shall will promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, Governmental Agency and/or mailing to stockholders shareholders of the Company and Parent, an such amendment or supplement to the Proxy Statement. (b) supplement. The Proxy Statement proxy materials will be sent to the stockholders shareholders of Parent as soon as practicable following its approval by the SEC (but in any event, within five (5) Business Days following such approval) for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of the adoption of this Agreement (“Parent Shareholder Approval”) at the Parent StockholdersShareholders’ Meeting. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Stock (the “Proxy Statement”). (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the holders of Parent Stock and, pursuant thereto, shall call the Parent Shareholders’ Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of: (i) of the adoption of this Agreement and the approval of the Mergers and other transactions contemplated hereby; (ii) an amendment to Parent’s certificate of incorporation and bylaws in a form reasonably satisfactory to Parent Merger and the Company other matters presented to increase the authorized number of shares shareholders of Parent Common Stock, change the name of Parent to “Intermex Wire Transfer, Inc.”, and such other changes as agreed by Parent and the Company (the “Parent Charter and Bylaws Amendment”); (iii) for approval as required by the applicable NASDAQ listing rules of the issuance and sale of shares of Parent Common Stock to be issued as Common Stock Merger Consideration; (iv) approval of the Parent equity compensation plan in the form attached hereto as Annex F, which provides for 8.5% of the outstanding shares of Parent Common Stock (on a fully diluted basis and without taking into account any warrants of Parent) after giving effect to the transactions contemplated hereby to be reserved for issuance (as adjusted based upon the final determination of the assumptions set forth in Section 5.11 of the Parent Disclosure Schedules prior to the Closing) (the “Parent Equity Compensation Plan”), (v) approval of any matters as agreed by Parent and the Company and (vi) the adjournment of the Parent Stockholders’ Meeting (the matters described in clauses (i) through (vi), shall be referred to as the “Voting Matters” and approval of the Voting Matters by the stockholders of Parent or adoption at the Parent StockholdersShareholders’ Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Stockholder Approval”)Meeting. (c) The Company Parent shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company Entities as may be necessary for the information concerning the Company Entities in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, thereunder and the calling and holding of the Parent Stockholders’ Meeting and the preparation and filing of the Other Filings. The information relating to the Company Entities furnished by or on behalf of the Company Entities for inclusion in the Proxy Statement will not, as of the date of mailing of the Proxy Statement to the holders of Parent Common Stock or at the time of the Parent StockholdersShareholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. Without limiting the foregoing, Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Parent StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by any Company Entity for inclusion in the Proxy Statement)misleading. (d) Subject to the fiduciary duties of Parent, acting through its board of directors (i) Parent directors, shall include in the Proxy Statement the unanimous recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergers and the other Voting Matters, and shall otherwise take all lawful action use reasonable best efforts to solicit and obtain the Parent Stockholder Approval and (ii) neither Parent’s board of directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of Parent’s board of directors that the Parent Stockholders vote in favor of the Voting MattersShareholder Approval.