SoFi (SOFI) S-1IPO registration

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

BY AND AMONG

SOCIAL FINANCE, INC.,

SFI ACQUISITION CO., INC.,

SFI FINANCIAL TECHNOLOGIES LLC,

GALILEO FINANCIAL TECHNOLOGIES, INC.

and

SHAREHOLDER REPRESENTATIVE SERVICES LLC

as the STOCKHOLDERS’ REPRESENTATIVE

Dated as of April 6, 2020

WHEREAS, the board of directors of the Company has determined that this Agreement and the transactions contemplated hereby, including the Mergers (as defined below), are advisable and fair to, and in the best interests of, the Company and its stockholders;

WHEREAS, the board of directors of the Company has adopted resolutions approving the acquisition of the Company by Parent, the execution of this Agreement and the consummation of the transactions contemplated hereby;

WHEREAS, the boards of directors of each of Parent, Merger Sub, and Merger Sub II have approved and declared advisable and in the best interests of Parent, Merger Sub, and Merger Sub II, respectively, this Agreement and the transactions contemplated hereby, including the Mergers, and the boards of directors of Merger Sub and Merger Sub II have determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to and in the best interests of its stockholder;

WHEREAS, as a condition and inducement to the willingness of Parent, Merger Sub and Merger Sub II to enter into this Agreement, concurrently with the execution of this Agreement, each of the Key Employees has entered into Employment Agreements with Parent; and

WHEREAS, the Company, Parent, Merger Sub and Merger Sub II intend for federal income tax purposes that the Mergers constitute a reorganization under the provisions of Section 368(a) of the Code (as hereafter defined), applying the integrated plan doctrine set forth in Revenue Ruling 2001-46, 2001-2 C.B. 321, and that this Agreement be and is adopted as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

reversions thereof, and all other rights corresponding thereto throughout the world (including moral and economic rights, however denominated).

for the benefit of suppliers or vendors to support accounts payable to such suppliers or vendors incurred in the ordinary course of business that are undrawn), (e) all Obligations of the Company or any of its Subsidiaries as a lessee that are capitalized in accordance with GAAP, (f) all Obligations of the Company or any of its Subsidiaries under any interest rate, currency swap or other hedging agreement or arrangement, (g) all guarantees by the Company or any of its Subsidiaries of any of the foregoing for the benefit of another Person; and (h) all Obligations in respect of incurred or accrued (prior to Closing) but unpaid (as of the Closing) amounts for employee related expenses, including costs for salaries, payroll taxes, benefits, bonuses with respect to the portion of the year preceding the Closing, and vacation.

order or decree or administrative or judicial decision, policies, guidelines, enforcement policy or other binding action or requirement of a Governmental Authority.

course of business; or (c) non-exclusive licenses relating to Company Products with customers and potential customers of the Company or any of its Subsidiaries entered into in the ordinary course of business.

which affect title to the property or assets but do not materially detract from the value or marketability of the property or asset to which it relates or materially impair the ability to use or operate the property or asset to which it relates, (d) any right, interest, Lien for amounts not yet due and payable or title of a licensor, sublicensor, licensee, sublicensee, lessor or sublessor under any non-exclusive license or lease agreement or in the property being licensed or leased, (e) purchase money Liens and Liens securing rental payments under capital lease arrangements, (f) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of the real property subject thereto, (g) matters that would be disclosed by an accurate survey or inspection of the real property which do not materially detract from the value or marketability of the property or asset to which it relates or materially impair the ability to use or operate the property or asset to which it relates, (h) Liens arising under workmen’s compensation, unemployment insurance, social security, retirement and similar Laws, (i) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business and (j) licenses of or other grants of rights to use Intellectual Property.

development tools and other materials used to design, plan, organize and develop any of the foregoing, and (e) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing.

employment, payroll, severance, occupation, disability, withholding, social security, value added, registration, alternative or add-on minimum or base erosion and anti-abuse, estimated, or any other taxes whatsoever, including any interest, penalties, related liabilities or additions attributable thereto whether disputed or not an including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

Transaction Expenses will not include any liabilities included in the calculation of Closing Net Working Capital or any amounts that are included in Closing Indebtedness.

ARTICLE II

(a)    The First Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, without limiting the foregoing, from and after the Effective Time, (i) the Surviving Corporation shall possess all the rights, privileges, powers and franchises of the Merger Sub and the Company and shall be subject to all liabilities, obligations and penalties of the Merger Sub and the Company except as provided herein, and (ii) the separate existence of the Merger Sub shall cease.

(b)    The Second Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, without limiting the foregoing, from and after the Second Effective Time, (i) the Surviving Entity shall possess all the rights, privileges, powers and franchises of the Surviving Corporation and the Surviving Entity and shall be subject to all liabilities, obligations and penalties of the Surviving Corporation and Merger Sub II except as provided herein, and (ii) the separate existence of the Surviving Corporation shall cease.

applicable Law. Effective upon the Second Effective Time, (i) the certificate of formation of the Surviving Entity shall be the Surviving Entity Charter, and the Surviving Entity Charter shall be the certificate of formation of the Surviving Entity unless and until amended in accordance with applicable Law, and (ii) the limited liability company agreement of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Surviving Entity, unless and until amended in accordance with applicable Law.

(b)    At the Effective Time, each Company Share held in the treasury of the Company, or by any of its Subsidiaries, immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof, and no payment shall be made with respect thereto.

(b)    At the Effective Time, each then outstanding and unexercised Assumed Option shall, by virtue of the First Merger, be assumed by Parent and shall cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to purchase a number of shares of Parent Common Stock in an amount, at an exercise price and subject to such terms and conditions as provided below. Each such Assumed Option so converted shall be subject to, and shall become exercisable and vested upon, substantially the same the terms and conditions that are currently applicable to such Option, except that (i) each Assumed Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the nearest whole number of shares of Parent Common Stock) equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the

Conversion Ratio, and (ii) the exercise price per share of Parent Common Stock subject to each Assumed Option shall be an amount (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Assumed Option in effect immediately prior to the Effective Time divided by (B) the Conversion Ratio. The exercise price of each Assumed Option, the number of shares of Parent Common Stock issuable pursuant to each Assumed Option and the terms and conditions of each Assumed Option shall in all events be determined in compliance with Section 409A of the Code, and in the case of any Assumed Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, Section 424(a) of the Code. It is the intent of the parties that each Assumed Option that, prior to the Effective Time, qualified as an incentive stock option under the Code shall, from and after the Effective Time, continue to be treated as an incentive stock option to the extent permitted under the Code.

(c)    At the Effective Time, Parent shall assume each Company Option Plan solely to the extent necessary to administer the Assumed Options.

(b)    At the Second Effective Time, each Surviving Corporation Common Share issued and outstanding immediately prior to the Second Effective Time shall, by virtue of the Second Merger and without any action on the part of the holder thereof, be converted into and thereafter evidence in the aggregate one (1) Surviving Entity Interest.

(a)    Within sixty (60) calendar days after the Closing, Parent will calculate the Cash Merger Consideration as of the Adjustment Time and will send its calculations (which shall include calculations of each component of Cash Merger Consideration) to the Stockholders’ Representative in writing, along with reasonable supporting details. Parent will make available to the Stockholders’ Representative and its auditors, employees and advisors all records and work papers used in calculating the Cash Merger Consideration and Parent’s employees and representatives who prepared such calculation, and will otherwise reasonably cooperate with Stockholders’ Representative in its review of the same. If the Stockholders’ Representative disagrees with Parent’s calculation of the Cash Merger Consideration, the Stockholders’ Representative may, within thirty (30) calendar days after receipt of Parent’s written statement, deliver a written notice to Parent setting forth in reasonable detail Stockholders’ Representative’s objections to Parent’s calculation of the Cash Merger Consideration. Any such notice of disagreement shall specify those items or amounts as to which Stockholders’ Representative disagrees. If the Stockholders’ Representative does not deliver any such written notice to Parent within thirty (30) calendar days after Parent delivers its calculations of Cash Merger Consideration to the Stockholders’ Representative, the Stockholders’ Representative shall be deemed to

Parent and the Stockholder Representative shall discuss with Qatalyst Partners LLC the calculation of the Deferred Transaction Fee in connection with payment thereof.

(b)    From and after the Effective Time, no Stockholder who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his, her, or its Company Shares for any purpose or receive payment of dividends or other distributions with respect to his, her, or its Company Shares.

ARTICLE III

Except to the extent expressly disclosed in the corresponding section of the Company Disclosure Schedule, the Company hereby represents and warrants to Parent, Merger Sub, and Merger Sub II, as of the date hereof and as of the Closing Date, as follows:

any preemptive rights of any current or former holder of Equity Interests of the Company, or any Contract to which the Company, any of its Subsidiaries or any Equityholder is or was a party. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized (i) shares of capital stock or other Equity Interests of the Company, (ii) convertible or exchangeable securities or commitments of any character, contingent or otherwise, whatsoever, relating to the capital stock of, or other Equity Interest in, the Company, (iii) outstanding or authorized subscriptions, options, warrants, puts, calls, preemptive or other rights (including any conversion rights or rights of exchange), agreements, arrangements, restrictive or commitments of any kind relating to the issuance, sale, delivery, transfer, redemption, purchase, repurchase, conversion or exchange of any shares of capital stock of any class or other Equity Interests of the Company, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company’s Equity Interest, or (v) irrevocable proxies, membership interest holder agreements, voting agreements or trusts or other Contracts (including Contracts imposing transfer restrictions) with respect to any Equity Interests of the Company or to otherwise provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any other Person or that give any Person the right to receive any payment based on the value of any Equity Interests of the Company’s Subsidiaries. Neither the Company has, nor has the Company entered into any contract with respect to, any Indebtedness, the lenders of which have any rights (including voting, governance, or veto rights) typically reserved for holders of Equity Interests.

under Section 422 of the Code so qualifies. No Option has been retroactively granted, or the exercise price of any Option determined retroactively. No Option or other right to acquire Company Common Stock or other equity of any Person employed by the Company (A) has an exercise price that is or could be less than the fair market value of a share of the underlying stock as of the date such Option or right was granted as determined in accordance with Section 409A of the Code, (B) had or has any feature providing for the deferral of compensation other than the deferral of recognition of income until the later of (x) exercise or disposition of such Option or right or (y) the time the stock acquired pursuant to the exercise of Option or right first becomes substantially vested, (C) has been granted with respect to any class of stock of any Person employed by the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code), or (D) has been subject to “modification” or “extension” within the meaning of Section 409A of the Code. Each Option qualifies for the tax and accounting treatment afforded to such Option in the Company’s tax returns and the Company’s financial statements, respectively, and does not trigger any liability for the applicable Equityholder with respect thereto under Section 409A of the Code. The Company has heretofore provided to Parent true and complete copies of the standard form of option agreement and any stock option agreements that differ from such standard form.

(d)    All distributions, dividends, repurchases and redemptions of the capital stock or any other Equity Interests of the Company (including any Series A preferred stock) were undertaken in compliance with the Company’s Organizational Documents then in effect, any agreement to which the Company or any of its Subsidiaries then was a party and in compliance with applicable Law. There are no declared or accrued unpaid dividends with respect to any Company Shares.

or rights to notice or to vote; (iii) any rights under the Organizational Documents of the Company or any of its Subsidiaries; (iv) any claim that his, her or its shares were wrongfully repurchased by the Company or any of its Subsidiaries; or (v) any claim for appraisal or dissenters rights, including any payment in respect of Dissenting Shares in excess of the amount of payments otherwise payable to the stockholder seeking such rights under this Agreement.

(a)    Each of the Company and each of its Subsidiaries has (i) timely filed or caused to be filed (after taking into account all applicable extensions) all income and other material Tax Returns that are required to be filed and such Tax Returns are true, correct and complete in all material respects and (ii) duly paid or caused to be paid all material Taxes required to be paid by it (whether or not shown on any Tax Return). The unpaid Taxes of the Company and each of its Subsidiaries (A) for taxable periods (or portions thereof) through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Audited Financial Statements as of the Most Recent Balance Sheet Date and (B) for taxable periods (or portions thereof) to date, will not exceed the reserve as adjusted for the passage of time to date in accordance with GAAP. All unpaid Taxes of the Company and each of its Subsidiaries for all taxable periods (or portions thereof) commencing after the Most Recent Balance Sheet Date arose in the ordinary course of business.

(b)    No deficiencies or proposed adjustments for Taxes have been asserted, proposed or assessed against the Company or any of its Subsidiaries, in writing or, to the knowledge of the Company, otherwise, that have not been paid or otherwise settled.

(c)    There are no Liens for Taxes (other than Permitted Liens) upon the assets of the Company or any of the Company Shares.

(d)    Neither the Company nor any of its Subsidiaries (i) is currently the beneficiary of any extension of time within which to file any Tax Return, (ii) has requested any extension of time with respect to any Tax Return, (iii) has executed or filed any power of attorney with any Governmental Authority for any Tax period for which the applicable statute of limitations has not yet expired, or (iv) has filed any waiver of the statute of limitations applicable to the assessment or collection of any Tax which remains open or agreed to extend the period for assessment or collection of any Taxes.

(f)    Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification, or sharing of Taxes (including any advance pricing agreement, closing agreement, or other agreement relating to Taxes with any Governmental Authority), and the Company does not have a contractual or legal obligation to indemnify any other Person with respect to Taxes.

(g)    Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated, combined, joint or unitary Tax Return (other than a group the common parent of which was the Company) or (ii) has any Liability for Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), other than as a result of being a member of a Relevant Group of which the Company is the parent, or as a transferee or successor, by contract or otherwise.

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

(k)    Neither the Company nor any of its Subsidiaries own any property of a character the indirect transfer of which pursuant to this Agreement would give rise to any transfer Tax.

(l)    None of the Company or any of its Subsidiaries has participated in any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b), nor has acted as a “material advisor” with respect to any reportable transaction (within the meaning of Section 6111 of the Code).

(m)    Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date hereof or in a distribution that could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(q)    With respect to any tax year ending on or before the Closing Date, the Company has not (i) filed any Tax Return on which it failed to disclose all positions taken thereon that could give

(r)    As of the Closing Date, the Company has not taken or agreed to any action, and does not have any reason to believe that any conditions exist, that would reasonably be expected to prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(c)    All employer or employee contributions, premiums and expenses due to or in respect of each Plan have been paid in full. None of the Company, any of its Subsidiaries or any ERISA Affiliate has at any time during the six (6) years preceding the date hereof maintained, contributed to or incurred any Liability under, or otherwise has any Liability with respect to, any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any Plan that is subject to Title IV of ERISA or Section 412 of the Code. No Plan provides post-termination welfare benefits with respect to any current or former employee (other than benefit coverage mandated by applicable Law, including coverage provided pursuant to Section 4980B of the Code).

(d)    There are no pending, or to the knowledge of the Company, threatened, Legal Proceedings or claims (other than routine claims for benefits payable under any such Plan) involving a Plan, asset thereof or fiduciaries or parties in interest thereto, and there have been no such Legal Proceedings or non-routine claims since January 1, 2017.

any information or facts that would constitute prior art, that would adversely affect any pending patent application for any such Company IP Registrations, (v) the Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any such Company IP Registrations, in a manner that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any such Company IP Registrations, and (vi) each is subsisting and, to the knowledge of the Company, valid and enforceable.

the knowledge of the Company, no Person who has executed an Invention Assignment Agreement is in default or breach of such Invention Assignment Agreement.

(h)    To the knowledge of the Company with respect to Patents and Trademarks only (but without having conducted any special investigation or patent or trademark search ), the operation of the business of the Company or its Subsidiaries as currently or previously conducted (including the use, importation, export, sale, offering for sale, provision, reproduction, display, performance, modification, licensing, disclosure, support, commercialization, maintenance or other exploitation of Company Products as currently conducted or previously conducted by the Company or its Subsidiaries) does not infringe, misappropriate or violate and has not infringed, violated or misappropriated any Intellectual Property of any Person, or constitute or has constituted unfair competition or trade practices. Neither the Company nor any of its Subsidiaries has received (i) written (or to the knowledge of the Company, unwritten) notice within the last five years from any Person of any claim or threatened claim (A) alleging any infringement, misappropriation, misuse or other violation or unfair competition or trade practices by the Company or any of its Subsidiaries with respect to any Intellectual Property or Technology, (B) alleging that the Company or any of its Subsidiaries must license or obtain a release from any Person or refrain from using any Intellectual Property or Technology, or (C) challenging the validity, enforceability, effectiveness or ownership by the Company or any of its Subsidiaries of any of the Company Owned IP or Company Owned Technology (including any Company IP Registrations), or (ii) a request, recommendation or invitation to license or secure other rights with respect to any Patents.

(i)    To the knowledge of the Company, no Person has infringed, misappropriated, misused or violated, or is infringing, misappropriating, misusing or violating, any Company Owned IP or Company Owned Technology. Neither the Company nor any of its Subsidiaries has made any claim against any Person alleging any infringement, misappropriation, misuse or violation of any Company Owned IP or Company Owned Technology.

(l)    Each of the Company and its Subsidiaries has taken commercially reasonable steps to protect and maintain the confidentiality of, and the rights of the Company and the applicable Subsidiary in, the Company’s and the applicable Subsidiary’s material Confidential Information. To the knowledge of the Company, no current or former employee, contractor or consultant of the Company or any of its Subsidiaries has disclosed, or has permitted any other Person to disclose, any Confidential Information (including with respect to any Company IP) in violation of any such agreement.

(m)    To the knowledge of the Company, all Company Owned Software is and all Company Products are free from any defect or programming, design, or documentation error that would have a material adverse effect on the operation or use of the Company Owned Software or Company Products. The Company has used reasonable efforts to avoid, and to the knowledge of the Company, none of the Company Owned Software or Company Products contains, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry).

(b)    The Company has heretofore made available to Parent a true, complete and correct copy of each of the Material Contracts described above, each as in effect on the date hereof, and all amendments and supplements thereto and all waivers thereunder. Each Material Contract is valid and binding on the Company and/or any of its Subsidiaries to the extent the Company and/or such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms. Neither the Company, any of its Subsidiaries nor, to the Company’s knowledge, any other party is or is alleged to be in default in any material respect under, or in breach in any material respect or violation of, nor has an event or condition occurred that (with or without notice, lapse of time or both) would constitute such a default by the Company or any of its Subsidiaries, under any such Material Contract.

(a)    The Company and its Subsidiaries are conducting and, since January 1, 2017, have conducted their business and operations in compliance in all material respects with all applicable Laws. The Company and its Subsidiaries also have complied, and are now complying, with all Laws otherwise applicable to it or its properties or assets.

(c)    None of the Company or any of its Subsidiaries has in the past three (3) years (i) received any written notice or claim from any Governmental Authority asserting that (A) the Company or any of its Subsidiaries (or any of their respective its assets, properties or businesses) is not in compliance with, or regarding any actual or possible default or violation of, any Law or the terms of any Permits (nor, to the Company’s knowledge, does there exist any condition which with the passage of time or the giving of notice or both would result in such non-compliance, default or violation) or (B) any Permit will be suspended, terminated, revoked or modified or cannot be renewed in the ordinary course of business or (ii) been the subject of an external investigation, or conducted an internal investigation, concerning any alleged violation of any Law or Permits by any of the Company or any of its Subsidiaries or any of their respective Representatives (regardless of the outcome of such investigation).

(d)    The Company is registered with and is in good standing with the Card Networks and the ACH Network. The Company is and has been since January 1, 2017 in compliance in all material respects with the Rules. There is no investigation, proceeding or disciplinary action, including fines, currently pending or threatened in writing against the Company by a Card Network, an agent of a Card Network, or an operator of an ACH Network.

(e)    The Company is and has been since January 1, 2017 in compliance in all material respects with the applicable requirements of, and, to the extent required by applicable Laws, certified at the appropriate level of, the Payment Card Industry Data Security Standard.

(a)    Neither the Company nor any of its Subsidiaries owns real property or any interest in real property as of the date hereof, nor has any of them ever owned any real property or any interest therein.

(c)    The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property.

(d)    The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Legal Proceedings pending nor, to the Company’s knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

(a)    The Company and each of its Subsidiaries (i) are and have been in compliance in all material respects at all times with all applicable Environmental Laws; (ii) have not received any notice, report or information regarding any Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Company and its Subsidiaries; and (iii) are not affected by any pending or, to the Company’s knowledge, threatened Legal Proceeding under or related to Environmental Law.

(b)    The Company and each of its Subsidiaries have obtained, and are and have been in compliance at all times with all terms and conditions of, all Permits required pursuant to Environmental Laws as related to the Company and its Subsidiaries for the occupation of their premises (owned or leased) and the conduct of their operations. All such Permits are valid, subsisting and in good standing.

(c)    The Company and each of its Subsidiaries have filed, and are and have been in compliance in all material respects at all times with, all disclosures, reporting, and notifications required pursuant to Environmental Laws for the occupation of their premises (owned or leased) and the conduct of their operations.

(d)    None of the following exists at any of the Company’s or its Subsidiaries’ present or past (to the extent existing at the time of the Company’s or such Subsidiary’s occupation thereof, with respect to Leased Real Property) properties in violation of, or under circumstances that could reasonably be expected to result in Liability under, applicable Environmental Laws: (i) Hazardous Materials, including any hazardous or toxic materials, substances, pollutants, contaminants or waste; (ii) asbestos-containing material in any form or condition; (iii) polychlorinated biphenyl-containing materials or equipment; or (iv) above or underground storage tanks.

(e)    The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any Governmental Authority or other Person.

(f)    To the Company’s knowledge, no facts, events or conditions relating to the past or present properties or operations of the business of the Company or its Subsidiaries will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of the Surviving Corporation or the Surviving Entity pursuant to applicable Environmental Laws or (z) give rise to any liabilities on the part of the Surviving Corporation or the Surviving Entity (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite Hazardous Material releases, personal injury, property damage or natural resources damage.

(g)    Neither the Company nor any of its Subsidiaries have assumed or succeeded (by Contract, operation of law or otherwise) to any Liabilities or obligations of any other Person under Environmental Laws.

(h)    The Company has delivered or made available to Parent true, complete and correct copies of all environmental reports, analyses, tests or monitoring commissioned by, or pertaining to, the Company or any of its Subsidiaries, including such information pertaining to any property owned, leased or operated by the Company or any of its Subsidiaries, in each case if any such materials both exist and are in the Company’s possession.

(c)    Since January 1, 2017, the Company and its Subsidiaries have not been subject to any claim or received any threatened claim in writing for wrongful dismissal, constructive dismissal or any other Legal Proceeding relating to the employment of any of its employees or former employees or its current or former independent contractors. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written allegations with respect to claims of discrimination, harassment, retaliation or similar wrongdoing by any officer or employee of or contractor with respect to the Company or any of its Subsidiaries or conducted, or received any requests to conduct, an internal investigation of any officer or employee of or independent contractor to the Company or any of its Subsidiaries regarding such matters.

(d)    All Persons who are or were performing consulting or other services for the Company or any of its Subsidiaries are or were correctly classified under all applicable Laws by the Company or any of its Subsidiaries as either “independent contractors” or “employees,” as the case may be, and neither the Company nor any of its Subsidiaries has any direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or as an

“exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938) and/or any similar Law. Neither the Company nor any of its Subsidiaries has received any notice from any Governmental Authority disputing the classification of any Person classified by the Company or such Subsidiary as an independent contractor.

(f)    The Company has followed consistent and appropriate procedures to ensure itself that all employees that are required under applicable Law to hold visas and work permits to enable them to work for the Company or any of its Subsidiaries do hold all required visas and permits which, in each case: (i) have been validly issued to the employees; and (ii) are in full force and effect.

(a)    Each of the Company and its Subsidiaries have, since January 1, 2017 (i) been in compliance in all material respects with all applicable Laws and with their own respective published privacy policies and internal privacy policies relating to privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), disclosure and use of Personal Data; and (ii) taken commercially reasonable measures to protect against loss, damage, and unauthorized access, use, modification, or other misuse of Personal Data collected, transmitted or stored by the Company or its Subsidiaries. Since January 1, 2017, no Person (including any Governmental Authority) has commenced any Legal Proceeding against the Company or its Subsidiaries with respect to the Company’s alleged loss, damage, or unauthorized access, use, modification, or other misuse of any Personal Data collected, transmitted or stored by the Company or any of its Subsidiaries (or any of their respective employees or contractors), and to the knowledge of the Company, there is no reasonable basis for any such Legal Proceeding.

(b)    None of the Company or its Subsidiaries has experienced any material unauthorized access to, use or misuse of, or other breach of security with respect to (A) any Software or other Company Systems or any Personal Data or other Data or information stored or Processed thereon or thereby; (B) the Confidential Information in the Company’s or its Subsidiaries’ possession, custody or control; (C) the Company Data, in each case, collected, held or otherwise managed by the Company or any of its Subsidiaries; or (D) the Company Data, in each case, collected, transmitted or stored on behalf of the Company or any of its Subsidiaries.

(c)    Since January 1, 2017, the Company and its Subsidiaries have taken reasonable measures for responding, and have complied in all material respects with any obligations relating, to data subject requests for access, rectification, deletion, portability or objections to Processing of Personal Data or other rights under Privacy Laws. To the extent the Company or any of its Subsidiaries have entered into Contracts with any third parties who are Processing Personal Data on behalf of the Company or any of its Subsidiaries, such Contracts obligate any such third parties to comply with all Privacy Laws. To the knowledge of the Company, such third parties are in compliance with such Contracts and all Privacy Laws, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

(d)    The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby complies (and the disclosure to and use by the Surviving Corporation, the Surviving Entity, and Parent and its Affiliates of such information after the Effective Time will comply) with the Company’s and its Subsidiaries’ applicable privacy policies and in all material respects with all applicable Laws relating to privacy and data security. Since January 1, 2017, the Company and each of its Subsidiaries have made all material disclosures to, and obtained any necessary consents from, users, customers, employees, contractors and other applicable Persons required by applicable Laws related to privacy and data security and have filed any required registrations with the applicable data protection authority.

(a)    The computer systems, Data processing systems, facilities and services used by or for the Company and its Subsidiaries, including all Software, Technology, networks, communications

(b)    The books, records and accounts of the Company and its Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund.

(b)    Since December 31, 2019, there has not been any material adverse change in the business relationship of the Company or any of its Subsidiaries with any Top Customer or Top Vendor or any change or development that is reasonably likely to give rise to any such material adverse change,

and neither the Company nor any of its Subsidiaries has received any written or oral communication or notice from any such Top Customer or Top Vendor to the effect that, or otherwise has knowledge that, any such Top Customer or Top Vendor (i) has changed, modified, amended or reduced, or is reasonably likely to change, modify, amend or reduce, its business relationship with the Company or any of its Subsidiaries in a manner that is, or is reasonably likely to be, materially adverse to the Company or any of its Subsidiaries, or (ii) will fail to perform, or is reasonably likely to fail to perform, its obligations under any Contract with the Company or any of its Subsidiaries in any manner that is, or is reasonably likely to be, materially adverse to the Company or any of its Subsidiaries.

(c)    The Company has made available to Parent true and complete copies of the standard form of Customer Agreement used by the Company in conducting its business.

(d)    The Company does not provide merchant acquiring services.

ARTICLE IV

(a)    The authorized capital stock of Parent consists, or will consist, immediately prior to the Closing (after giving effect to the filing of the Parent New Charter), of:

(b)    As of the date hereof, the rights, preferences and privileges of the Parent Preferred Stock are as stated in the Parent Existing Charter. All of the outstanding shares of Parent Preferred Stock and Parent Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(a)    The board of directors of Parent, by resolutions duly adopted at a meeting, and not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, the stockholders of Parent, and (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Mergers, in accordance with the DGCL, (iii) if required under the Parent Existing Charter or any Parent Equity Agreement, directed that the “agreement of merger” contained in this Agreement be submitted to the stockholders of Parent for adoption, resolved to recommend that the stockholders of Parent adopt the “agreement of merger” set forth in this Agreement and directed the officers of Parent to solicit the written consent of the stockholders of Parent to such matter.

the Additional Agreements have been (or will be) duly executed and delivered by Parent, Merger Sub, and Merger Sub II and constitute the legal and, assuming this Agreement and the Additional Agreements constitute the valid and binding agreements of the other parties thereto, valid and binding agreements of Parent, Merger Sub, and Merger Sub II, enforceable against Parent, Merger Sub, Merger Sub II in accordance with their terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(a)    To the knowledge of Parent, with respect to Patents and Trademarks only (but without having conducted any special investigation or patent or trademark search), Parent and each of its Subsidiaries, respectively, owns or possesses sufficient legal rights to all Intellectual Property necessary for its business without any conflict with, or infringement, misappropriation or violation of, the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is Parent bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity, other than with respect to commercially available software products under standard end-user object code license agreements. Parent has not received any communications alleging that Parent has infringed or violated or, by conducting its business, would infringe or violate any of Intellectual Property of any other person or entity. To the knowledge of Parent, no Parent employee is obligated under any Contract (including licenses, covenants, instruments or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of Parent or that would conflict with Parent’s business. Neither the execution or delivery of this Agreement, nor the carrying on of Parent’s business by the employees of Parent, nor the conduct of Parent’s business as proposed, will, to the knowledge of Parent, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any Contract, license, covenant, commitment, agreement or instrument under which any such employee is now obligated. The conduct of Parent’s business does not make use of any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by Parent that are not assigned or licensed to Parent.

(b)    Parent has taken reasonable measures to maintain the confidentiality and value of all trade secrets and confidential information, including confidential information of third parties in Parent’s possession or control, used or held for use in connection with the operation of Parent’s business as now conducted or presently proposed to be conducted. No material confidential information, trade secrets or other proprietary information of Parent have been disclosed by Parent to (or to the knowledge of Parent accessed by) any third party except pursuant to a valid and appropriate non-disclosure and/or license agreement (containing appropriate confidentiality obligations) that to Parent’s knowledge has not been breached.

(a)    Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the board of

directors of Parent, and (iii) the purchase of shares of Parent’s capital stock and the issuance of options to purchase shares of the Parent Common Stock, in each instance, approved by the board of directors of Parent, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates, or any affiliate thereof.

(b)    Except for this Agreement and the Additional Agreements, there are no agreements, understandings, instruments, Contracts or proposed transactions to which Parent is a party or by which it is bound and entered into on or after January 1, 2019 that involve (i) obligations (contingent or otherwise) of, or payments to, Parent in excess of $300,000, in each case, other than loans made in the ordinary course of business, (ii) the license or granting of rights of any Parent IP to or from Parent (other than non-exclusive licenses for off-the-shelf software), or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect Parent’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.

(c)    Parent has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) since January 1, 2019 incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $500,000, (iii) since January 1, 2019 made any loans or advances to any person, other than ordinary advances for travel expenses or loans otherwise made in the ordinary course of business, or (iv) since January 1, 2019 sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d)    For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, Contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

contemplated in the Parent Voting Agreement, no holder of capital stock of Parent has entered into any agreements with respect to the voting of capital shares of Parent.

reflected in the Parent Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect.

(a)    As of the Closing Date, Parent has not taken or agreed to take any action, and does not have any reason to believe that any conditions exist with respect to Parent that would reasonably be expected to prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Neither Parent nor any member of a Relevant Group has any plan or intention to reacquire any of the shares of Series H-1 Preferred Stock (except as may be reacquired in the course of Parent’s regular historic reacquisitions of Parent Series H-1 Preferred Stock). Parent plans to continue the historic business of the Company in a manner consistent with the provisions of Treasury Regulation Section 1.368-1(d). Merger Sub II has at all times since formation been wholly owned by Parent and treated as a disregarded entity, and no election has or will be made to treat Merger Sub II as an association taxable as a corporation, for federal, state or local income tax purposes.

(a)    Parent and each of its Subsidiaries, officers, agents, representatives and employees has made or provided all declarations, notices, filings, statements and responses to Governmental Authorities necessary to conduct business and engage in activities on behalf of Parent in compliance with Laws in each jurisdiction where Parent and each Subsidiary conducts business or maintains any branch or business location. Parent and each of its Subsidiaries, officers, representatives, agents and employees (i) is in compliance with the terms, limitations, requirements and conditions of all such Governmental Authorizations, and (ii) are conducting and have conducted business and engaged in activities on behalf of Parent or such Subsidiary, as applicable, including, without limitation, solicitation, marketing, offering, closing, funding, transfer and sale of any consumer loans or consumer credit transactions, in each case in compliance with all applicable Laws, including without limitation Privacy Laws, in all material respects. All Governmental Authorizations are valid, in existence and in full force and effect and Parent, any Subsidiary or any of its officers, agents, representatives or employees have

received no notice nor been made aware of any circumstances that could be expected to impair, limit or cause any delay, modification, revocation or suspension of any such Governmental Authorization or give rise to the foregoing. Parent and each of its Subsidiaries has timely filed all reports, registrations, documents, filings statements and submissions, together with any amendments thereto, that are required to be filed with any Governmental Authority, and paid any fees due in connection therewith.

(c)    Neither Parent nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or material modification of any Governmental Authorization, nor does Parent or any of its Subsidiaries have any information, directly or indirectly, that indicates or would reasonably indicate that it is or may be subject to any actual or threatened actions, proceedings, investigations or inquiries of any Governmental Authority (other than inspections or examinations in an ordinary course) with respect to its business activities in any jurisdiction where it conducts business, or any actual or possible violations of Laws.

(d)    Each of Parent and its Subsidiaries has developed and implemented, and enforces, and at all times will continue to implement and enforce, written policies and procedures that are reasonably designed to assure compliance with state and federal Laws that apply to the Money Laundering Laws and OFAC requirements.

ARTICLE V

(a)    amend or otherwise change its certificate of incorporation, by-laws or such other Organizational Documents of the Company or any of its Subsidiaries;

(b)    issue, reissue, sell or pledge, or authorize or propose the issuance, reissuance, sale or pledge of, shares of capital stock or other Equity Interests or any securities convertible into shares of capital stock or other Equity Interests (other than upon exercise of Options granted under the Plans outstanding on the date hereof) of the Company or any of its Subsidiaries (except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries), or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock or convertible securities;

(d)    declare, set aside or pay any dividend or other distribution of assets, whether in cash, stock or other Equity Interests or property or any combination thereof, in respect of any Equity Interests, in each case, other than dividends and distributions by a Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company or the payment of the Liquidation Preference to holders of the Company Preferred Stock;

(e)    adjust, split, combine, redeem, repurchase, subdivide or reclassify any of its Equity Interests, as the case may be, including any option, warrant or right relating thereto;

(f)    directly or indirectly sell, lease, license, sell and leaseback, abandon, allow to lapse, mortgage or otherwise encumber or subject to any Lien or otherwise dispose in whole or in part of any of its material properties, assets or rights (including any material Company Owned IP) or any interest therein, except, in each case, (i) sales, pledges, dispositions, transfers, abandonments, leases, licenses, lapses, expirations, or encumbrances required to be effected prior to the Effective Time

pursuant to existing Contracts that are not material to the Company and its Subsidiaries, taken as a whole, and (ii) Ordinary Course Licenses Out;

(g)    fail to maintain, or allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any material Company IP Registrations or any Permits;

(i)    change its fiscal year, or any of its financial or Tax accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable Law;

(k)    enter into, adopt, amend or terminate any collective bargaining agreement;

(l)    directly or indirectly acquire or agree to acquire (i) by merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, limited liability company, association or other business organization or division thereof or (ii) any assets,

except, in each case, for (1) capital expenditures which shall be subject to the limitations of clause (n) below and (2) purchases of marketable securities by or on behalf of the Company or its Subsidiaries for cash management purposes in the ordinary course of business consistent with the Company’s investment management policy, and except in the case of clause (ii), acquisitions of inventory, products or services in the ordinary course of business;

(m)    acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing all or substantially all of the assets or equity securities of, or by any other manner, any Person;

(n)    other than in accordance with the Company’s capital expenditure budget made available to Parent, make or agree to make any capital expenditure or expenditures that would exceed such budget, individually or in the aggregate by more than ten percent (10.0%), or make any gift or gratuitous payment;

(o)    other than in accordance with the Company’s marketing expenditure budget made available to Parent, make or agree to make any marketing expenditure or expenditures that in the aggregate exceed the Company’s marketing and expenditure budget by more than ten percent (10.0%);

(p)    settle or compromise any material liability for Taxes or surrender any material claim for a refund of Taxes; file any amended material Tax Return or claim for a material Tax refund; make, revoke or modify any material Tax election, or change the entity classification of any Subsidiary for U.S. federal tax purposes; file any material Tax Return other than in the ordinary course of business and on a basis consistent with past practice that would materially and adversely affect its Tax liability; consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of a material amount of Taxes; grant any power of attorney with respect to Taxes; enter into any Tax Sharing Agreement or any closing agreement or other similar agreement; or change any method of accounting for Tax purposes;

(r)    amend any privacy policies or the operation or security of any material Company Systems used in the business of the Company and its Subsidiaries, except in each case, in the ordinary course of business consistent with past practice or as may have been required by a change in applicable Law;

(s)    commence any Legal Proceeding (other than a Legal Proceeding as a result of a Legal Proceeding commenced against the Company or any of its Subsidiaries), or pay, discharge, settle, compromise or satisfy any Legal Proceeding (including pending or threatened Legal Proceedings) other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money

damages (and without imposition of any injunctive relief or other obligations) in an amount not to exceed $100,000 individually or $500,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions;

(t)    enter into any Contract with any Affiliate, other than Contracts (i) between or among the Company and one or more of its Subsidiaries or (ii) between or among its Subsidiaries;

(u)    enter into any Related Party Contract; make any purchase of goods or services from, or enter into other transactions with any Equityholder or their respective Related Parties; or create any Lien over any asset of the Company or any of its Subsidiaries in favor of any Equityholder or their respective Related Parties;

(v)    permit the Company or any of its Subsidiaries to dissolve, wind-up or liquidate; or

(w)    enter into any agreement or otherwise agree, resolve or commit (in writing or otherwise) to have the Company or any of its Subsidiaries to take any of the foregoing actions.

(b)    To the extent not prohibited by applicable Law, each party hereto (other than the Stockholders’ Representative) shall promptly notify and furnish the other parties hereto such necessary information and reasonable assistance as the other party hereto may reasonably request in connection

(d)    From the date hereof through the date (i) of termination of the required waiting periods under the Antitrust Laws and (ii) on which the Required Consents are obtained, no party hereto shall knowingly take any action that would reasonably be expected to hinder or delay, as applicable, the obtaining of clearance or the expiration of the required waiting periods under the Antitrust Laws, or the obtaining of the Required Consents from the applicable Governmental Authorities.

(d)    Without in any way limiting the foregoing, the Company agrees to provide to Parent or its Representatives upon request information related to any Person who is a holder of Company Shares, or the beneficial owners or trustees of any such Person that is not an individual, in order for Parent to consider whether such Person is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and if such information is not in the possession of or otherwise available to the Company, to request such information from the applicable Person.

(f)    The Company and Parent hereby agree that Section 9 of the Confidentiality Agreement is hereby amended and restated in its entirety to read as follows, effective upon the date of this Agreement: “The parties hereto agree that this Agreement shall remain in effect until the earlier of (a) December 30, 2022 or (b) the Closing Date (as such term is defined in any Agreement and Plan of Merger to which they are both party).”

in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

(b)    Prior to the Closing Date, the Company shall terminate: (i) the Company 401(k) Plan; and (ii) any other Plan requested by Parent at least five (5) Business Days prior to the Closing Date, unless, in the case of clause (a), Parent, in its sole and absolute discretion, provides the Company with written notice not to so terminate the 401(k) Plan at least three Business Days prior to the Closing Date. Any termination of the 401(k) Plan must be reflected in resolutions of the Company’s board of directors entered into and effective no later than the day before the Closing Date, and the termination of any other Company Plans must be on the timing specified by Parent. The Company shall deliver to Parent, prior to the Closing Date, evidence that the resolutions have been adopted and the foregoing actions have been taken (the form and substance of which resolutions shall be subject to prior review and approval of Parent at least three (3) Business Days (or such shorter period as applies between Parent’s notice of termination of a Plan and the Closing Date)) before action is taken).

(c)    Without the prior written consent of the Stockholders’ Representative (which shall not be unreasonably withheld or delayed), Parent, the Company, and their respective Affiliates shall not, with respect to any Pre-Closing Tax Period, make, change or rescind any Tax election, claim a refund, amend any Tax Return or take any position on any Tax Return, take any action, or enter into any other transaction, in each case that would have the effect of increasing the Tax liability the Company in respect of any Pre-Closing Tax Period or portion thereof, to the extent any of the foregoing would reasonably be expected to result in a Tax liability on the part of any Equityholder or any current or

former employee of the Company or any of its Subsidiaries or to give rise to an indemnity obligation or other liability on the party of any Equityholder.

(d)    Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by law) and shall be submitted by Parent to the Stockholders’ Representative (together with schedules, statements and, to the extent requested by the Stockholders’ Representative, supporting documentation) at least 30 days prior to the due date (including extensions) of such Tax Return. Parent shall in good faith make any changes reasonably requested by the Stockholders’ Representative that relate to a Pre-Closing Tax Period, which for the avoidance of doubt shall not include changes inconsistent with law or that result in material incremental Tax liability borne by Parent.

(e)    In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date, the portion of any such Taxes that are treated as attributable to a Pre-Closing Tax Period for purposes of this Agreement shall be:

(g)    The Stockholders’ Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return or in connection with any audit or other proceeding in respect of Taxes of the Company or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Stockholders’

Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Stockholders’ Representative, the Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

In addition, as the Stockholder Consent is executed by additional Stockholders, the Company shall promptly deliver additional copies of the Stockholder Consent to Parent reflecting such additional Stockholders as signatories thereto.

(a)    The Company shall use its commercially reasonable efforts to obtain a tax opinion from its counsel, addressed to the Company with respect to the transaction, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind), with such commercially reasonable efforts of Company to include, for avoidance of doubt, Company’s payment of fees and expenses of its counsel in connection therewith as Transaction Expenses. In order to facilitate the issuance of such tax opinion, prior to

Closing, Parent and the Company shall provide Company’s counsel with certified officer’s tax representation letters containing the representations and certifications setting forth factual representations reasonably requested by the issuer of the tax opinion and on which such tax opinion will be based.

(b)    Parent shall use its commercially reasonable efforts to obtain a tax opinion from its counsel, addressed to Parent with respect to the transaction, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind), with such commercially reasonable efforts of Parent to include, for avoidance of doubt, Parent’s payment of fees and expenses of its counsel in connection therewith. In order to facilitate the issuance of such tax opinion, prior to Closing, Parent and the Company shall provide Parent’s counsel with certified officer’s tax representation letters containing the representations and certifications setting forth factual representations reasonably requested by the issuer of the tax opinion and on which such tax opinion will be based.

ARTICLE VII

(d)    any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares;

(e)    any Equityholder Loans, the exercise of any Options or issuance of any Company Shares at any time pursuant to or in connection with any such Equityholder Loan, including with respect to the making, issuance, amendment, modification, cancellation, redemption, exchange, termination or repayment of any such Equityholder Loan, Option or Company Shares in connection therewith or the Tax withholding (or lack thereof) of any amounts paid or payable to a current or former employee of the Company at any time;

(f)    the Class Action, the October Incident or the CFPB Disclosure, as each such term is defined in the Company Disclosure Schedule; or

(g)    any claim made by Qatalyst Partners LLC, any Equityholder or any other Person relating to the Deferred Transaction Fee.

(c)    Promptly following request by the other such party, each of Parent and Stockholders’ Representative shall join with such requesting party to execute and deliver to the Escrow Agent a joint written direction providing for the disbursement from the Escrow Account of any shares required to be disbursed therefrom pursuant to this Agreement.

(e)    In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or exemplary damages; except that any Indemnifying Party shall be liable for any such damages that become payable by any Indemnified Party to any third party.

(f)    Any inaccuracy in or breach of any representation or warranty, as well as the amount of Losses arising from a breach of any representation and warranty, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

ARTICLE VIII

(a)    by mutual written agreement of each of the Company and Parent;

ARTICLE IX

Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

(a)    This Agreement and all Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub, Merger Sub II, or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto further agree that any final and nonappealable judgment against any of them in any action, suit or

documents and take such other action as such requesting party may reasonably request in order to consummate the transactions contemplated hereby.

(b)    Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees, and Affiliates that only the Company is the client of Dorsey. After the Closing, it is possible that Dorsey will represent the

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement and Plan of Merger and Reorganization to be executed as of the date first written above.

Voting Power: ________________

Dispositive Power: ________________

Voting Power: ________________

Dispositive Power: ________________

FORM OF SELLER NOTE

SELLER SUBORDINATED NOTE

[________],[______] (the “Issue Date”)

2.1.1.    failure by Payor to make any payment required under this Note when the same becomes due and payable (whether at maturity, by acceleration or otherwise);

2.1.2.    a Change in Control occurs;

2.1.3.    Payor voluntarily liquidates;

2.1.4.    Payor pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case or proceeding; (b) consents to the entry of an order for relief against it in an involuntary case or proceeding; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing that it is generally unable to pay its debts as they become due; or

2.1.5.    a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for thirty (30) days) under any Bankruptcy Law that: (a) is for relief against the Payor in an involuntary case or proceeding; (b) appoints a Custodian of the Payor or for all or substantially all of Payor’s property; or (c) orders the liquidation of Payor.

2.2.1.    If an Event of Default specified in Section 2.1.1 or 2.1.2 shall have occurred and be continuing and no Senior Indebtedness shall then be outstanding, the Majority Payees may, at their option, declare the entire principal balance of this Note and the accrued and unpaid interest thereon to be due and payable upon the date which is five Business Days after the date of delivery by Payee to Payor of a written notice of acceleration, and upon any such declaration the same shall become due and payable at such time.

2.2.2.    If any Event of Default occurs other than the Events of Default specified in 2.1.1 and 2.1.2, the principal balance of this Note and the accrued and unpaid interest thereon shall become due and payable immediately without any declaration or other act on the part of the Majority Payees and without presentment, demand, protest or other notice or action of any kind, all of which are hereby expressly waived.

2.2.3.    If any Event of Default shall have occurred and be continuing, subject to the provisions of Section 3 hereof, the Majority Payees may proceed to protect and enforce their rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to any Payee under this Note.

3.2.1.    The holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash of all Senior Indebtedness before any direct or indirect payment may be made for or on account of payments under or in respect of the Subordinated Debt (other than distributions or payments of Permitted Subordinated Securities and Permitted Non-Blockable Payments), whether in cash, property or securities of any kind;

3.2.2.    Any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other indebtedness of Payor being subordinated to payment of the Subordinated Debt, but excluding any payments or distributions of Permitted Subordinated Securities and Permitted Non-Blockable Payments), to which Payee would be entitled except for the provisions of this Section 3, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or

other trustee or agent, directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture or other agreement under which any of such Senior Indebtedness may have been issued for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness;

3.2.3.    Each Payee retains the power and the right to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt in connection with any Proceeding; provided, that it hereby irrevocably authorizes, empowers and appoints the holders of Senior Indebtedness its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim (but not vote) upon the failure of such Payee promptly to do so prior to 10 days before the expiration of the time to file any such proof of claim; provided, further, that the holders of Senior Indebtedness shall have no obligation to execute, verify, deliver, and/or file any such proof of claim.

3.2.4.    Payee shall duly and promptly take such action as the holders of Senior Indebtedness may reasonably request to execute and deliver to the holders of Senior Indebtedness such powers of attorney, assignments, or other instruments as the holders of Senior Indebtedness may request in order to enable the holders of Senior Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the amounts owing under the Subordinated Debt; provided, however, in not event shall a Payee be prohibited from (i) filing any necessary responsive or defensive pleadings (including any compulsory counterclaims) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of any Payee, (ii) taking any action necessary to prevent the running of any applicable statute of limitations or similar restrictions on claims, (iii) taking any action to seek and obtain specific performance or injunctive relief to compel Payor to comply with (or not violate or breach) any obligation under this Note so long as such action is not accompanied by a claim for monetary damages, (iv) voting on any plan of reorganization or make any other filings or motions that are, in each case, expressly permitted under the terms of this Note or delivering notices of default or reservation of rights or any notice of any Payee to Payor and (v) demanding payment for Permitted Non-Blockable Payments; provided, that the taking of any additional action with respect to the collection or enforcement of such demand shall be subject to the terms of this Note and only permitted if expressly permitted by this Note without giving effect to this clause (v). Notwithstanding any of the foregoing, each Payee hereby agrees that it will not take any action that would hinder any exercise of remedies undertaken by any holders of Senior Indebtedness in respect of any rights under the Senior Indebtedness Documents.

3.2.5.    In the event that, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other indebtedness of Payor being subordinated to payment of the Subordinated Debt, but excluding payments or distributions of Permitted Subordinated Securities and Permitted Non-Blockable Payments), shall be received by Payee for or on account of or in respect of the Subordinated Debt in contravention of this Section 3.2 before all Senior Indebtedness is paid in full in cash, such payment or distribution shall be received and held in trust for, and shall be paid over (in the same form as so received, to the extent practicable, and with any necessary endorsement) to the holders of the Senior Indebtedness remaining unpaid or their representative or representatives, or to the trustee or trustees under any such indenture or

agreement under which any Senior Indebtedness may have been issued, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Indebtedness, until all Senior Indebtedness shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Social Finance, Inc.

234 1st Street

San Francisco, CA 94105

Attention: Chief Financial Officer

Email: MGill@sofi.org

with a copy to:

WilmerHale

1875 Pennsylvania Avenue, NW Washington, DC 20006

Attention: Stephanie Evans

Email: Stephanie.Evans@wilmerhale.com

The address set forth on Schedule I

(a)    By signing and submitting this Agreement, Optionholder hereby represents, warrants, covenants and agrees as follows:

If to the Company, to:

with a copy to (which copy shall not constitute notice):