Execution Copy

Each of Source, DeFeudis and Garibaldi, jointly and severally, represents and warrants as follows as an inducement to and to obtain the reliance of Moneytech Shareholders and Moneytech:

Section 1.1            Organization.

(a)           Source is a corporation duly organized, and validly existing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in each jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, which jurisdictions are listed on Schedule 1.1(a) annexed hereto.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of Source’s certificate of incorporation or bylaws, each as in effect as of the date of this Agreement.  Source has full power, authority and legal right and has taken all action required by law, its certificate of incorporation, and its bylaws or otherwise to authorize the execution and delivery of this Agreement.

                (b)           Schedule 1.1(b) sets forth the subsidiaries of Source (collectively, the “Source Subsidiaries”) and their respective jurisdictions of incorporation. Each Source Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted and, in the case of Wiki Sub, as to be conducted after the Transfer of the Wiki Business, including qualification to do business as a foreign entity in the states or other jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of the certificate (or articles) of incorporation or by-laws of any of the Source Subsidiaries. Source owns all of the outstanding equity of each of the Source Subsidiaries.  Except for the Source Subsidiaries, Source does not own an interest in any other entity. Wiki Sub has conducted no operations other than those related to its organization.

Section 1.2            Capitalization.

(a)           The authorized capitalization of Source consists of (1) 500,000,000 shares of Source Stock; (2) 10,000,000 shares of Series A Preferred Stock, par value $0.01 per share; and (3) 5,000 shares of Series B Preferred Stock, par value $0.001 per share.  There are or as of the closing will be no shares of the Series A Preferred Stock and 5,000 shares of the Series B Preferred Stock issued and outstanding.  There are 4,061,632 shares of Source Stock outstanding.  Source further represents that the only shares, options, warrants or rights to acquire shares of Source stock that it contemplates issuing prior to or in connection with the consummation of the Share Exchange are: i) 300,000 shares issuable upon exercise of options to be granted to a service provider; ii) 600,000 shares to be issued in consideration for the cancellation of certain debt currently outstanding; and iii) 338,368 shares to be issued to certain service providers.  Source represents that after giving effect to such issuances and the issuance of 5,300,000 shares of Source Stock to the Moneytech Shareholders, there will be 10,600,000 shares of Source Stock outstanding on a fully diluted basis, without giving effect to an option for 20,000 shares exercisable at a price of $10.00 per share.

After consummation of the transaction contemplated hereby Garibaldi will own 1,416,000 shares of Source Stock and DeFeudis will own 1,483,040 shares of Source Stock.

 

(b)           The Series B Preferred Stock (the “Preferred Shares”) gives the holder(s) thereof the right, until June 30, 2018, to (A) elect the majority of the Source Board and (B) vote on all other matters to come before the holders of Source Stock (the “Source Shareholders”) with each vote per Preferred Share equal to 1,000 shares of Source Stock, and shall not have preemptive rights.  After June 30, 2018, the Preferred Shares shall have no voting rights and shall be redeemable by Source for the sum of one tenth of a cent ($0.001) per Preferred Share.  The Preferred Shares shall not have any conversion rights and shall not be entitled to receive any dividends, distributions, or other economic or financial interest in Source, and in the event of a liquidation, dissolution, or winding up of Source, whether voluntary or involuntary, the holders of Preferred Shares shall be entitled to receive out of the assets of Source, whether such assets are capital or surplus of any nature, the sum of one tenth of a cent ($0.001) per Preferred Share, after payment to the Source Shareholders and the holders of any other series or class of the equity securities of Source ranking senior to the Source Stock.

(c)           Except as set forth in the SEC Reports (as defined in Section 1.6 below) and as contemplated by this Agreement, there are no options, warrants, convertible securities, rights, commitments (including pre-emptive rights) or agreements pursuant to which Source is bound to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of Source Stock or any other securities of Source.  Set forth on Schedule 1.2(c) is a list of all options, warrants, convertible securities, rights, commitments (including pre-emptive rights) or agreements pursuant to which Source is bound to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of Source common stock or any other securities of Source.

(d)           To the knowledge of Source, Garibaldi and DeFeudis there are no stockholder agreements, voting trusts, registration rights agreements or other agreements or understandings to which Source or any other stockholder of Source Financial is a party, or by which it or any shareholder of Source is bound relating to the voting of any shares of Source Stock.

(e)           To the knowledge of Source, Garibaldi and DeFeudis, no Source Shareholder or holder of any other Source securities has any registration rights or preemptive rights.

Section 1.3            Approval of Agreement. The Board of Directors of Source has authorized the execution and delivery of this Agreement and has approved the transactions contemplated hereby.  The Board of Directors of each of Source and Wiki Sub has approved the transactions contemplated by the Contribution. No further corporate action on the part of Source or Wiki Sub is required for the consummation of the Share Exchange or the Transfer of the Wiki Business.

Section 1.4            No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement, including without limitation the Contribution, will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which Source or Wiki Sub is a party, or to which any of their respective properties or operations are subject.  Set forth on Schedule 1.4 is a list of those contracts and agreements to which Source is a party that require notice to the other party thereto as a condition to or in connection with the assignment of such agreement.

Section 1.5            Authority; Validity and Binding Effect.  Each of Source and Wiki Sub has all requisite authority and power (corporate and other), licenses, authorizations, consents and approvals to enter into and deliver this Agreement and any of the other related documents to which they are a party and any other certificate, agreement, document or instrument to be executed and delivered by them in connection with the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including, without limitation the documents and instruments necessary to accomplish the Contribution.  The execution and delivery of this Agreement and the performance by Source and Wiki Sub of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Source and Wiki Sub.  This Agreement is the legal, valid, and binding obligation of Source, enforceable against Source in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles.  Neither Source nor Wiki Sub needs to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or governmental authority in order for Source or Wiki Sub to execute, deliver or perform this Agreement or the transactions contemplated hereby, including without limitation the consummation of the Contribution.

Section 1.6            SEC Reports; Financial Statements. Source has filed all reports on Forms 10-K, 8-K and 10-Q that would have been required to be filed by it under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, assuming it was subject to Section 13(a) or 15(d) thereof, since January 1, 2011 (the foregoing materials being collectively referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of Source included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Source as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Except (1) as disclosed in the most recent financial statements filed in the SEC Reports, (2) incurred in the ordinary course of business since January 31, 2013 (the “Cut-Off Date”) or (3) disclosed on Schedule 1.6, as of the date hereof, Source does not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due, asserted or unasserted).  Except for matters reflected or reserved against in the unaudited consolidated balance sheet of Source as of the Cut-Off Date, neither Source nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature, except liabilities and obligations that (A) were incurred since the Cut-Off Date, in the ordinary course of business consistent with past practice or (B) are incurred in connection with the transactions contemplated by this Agreement.

Section 1.7            Absence of Changes.  Except as set forth in its Annual Report on Form 10-K for the year ended January 31, 2013 and any Current Reports on Form 8-K filed subsequent to such date, or as disclosed in Schedule 1.7: (i) there has been no event, occurrence or development that has had or that is reasonably expected to result in a Material Adverse Change to Source; (ii) Source has not incurred any material liabilities outside the ordinary course of business (contingent or otherwise) or amended any material term of any outstanding security; (iii) Source has not altered its method of accounting or the identity of its registered independent certified public accountants; (iv) Source has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; (v) Source has not issued any equity securities to any officer, director or affiliate of Source; (vi) Source has not made any loan, advance or capital contributions to or investment in any Person; and (vii) Source has not entered into any transaction or commitment, or any contract or agreement, relating to its business or any of its assets (including the acquisition or disposition of, or creation of a lien on, any assets) or any relinquishment by Source of any contract or other right. As used in this Agreement, "Material Adverse Effect" or "Material Adverse Change" when used in connection with any Party means any change, event, violation, inaccuracy or circumstance the effect of which is both material and adverse to (A) the property, business, operations, assets (tangible and intangible) or financial condition of such Party and its parent or subsidiaries, taken as a whole, or (B) the ability of such Party to perform any of its material obligations under this Agreement or any other agreements, instruments or documents to which it is a party; and "Person" means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity.

Section 1.8            Litigation.  Except as noted in the SEC Reports, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Source, Garibaldi or DeFeudis, threatened, against Source or affecting its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind and none of Source, Garibaldi or DeFeudis has any knowledge of any default on Source’s part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 1.9            Authorization and Due Issuance of Source Stock. The shares of Source Stock to be issued in the Share Exchange have been duly authorized, and when issued to the Moneytech Shareholders against delivery of the Moneytech Shares, will be validly issued, fully paid and non-assessable shares of Source Stock.

Section 1.10          Information.  The information concerning Source and the Source Subsidiaries set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 1.11          Assets and Operations of Source. Source has the right, title and interest in and to all of the tangible and intangible assets related to or used in connection with the Wiki Business, together with all accrued benefits and rights pertaining thereto, free and clear of any liens, claims or encumbrances, including, but not limited to its cash, cash equivalents, receivables, claims and causes of action, inventory, personal property, intellectual property including domain names, contract, permits, books and records, warranties, prepaid assets, and goodwill (the “Source Assets”).  The tangible assets of Source are adequate for the conduct of the Wiki Business and are in good repair, subject to ordinary wear and tear.

Section 1.12         Foreign Corrupt Practices.  Neither Source nor any director, officer, agent, employee or other person has, in the course of its actions for, or acting on behalf of, Source (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 1.13         Books and Records.  The minute books and stock record books of Source, all of which have been provided to Moneytech, are complete and correct and have been maintained in accordance with sound business practices.  The minute books of Source contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the board of directors and any committees of the board of directors of Source, and no meeting, or action taken by written consent, of any such stockholders, board of directors or committee has been held for which minutes have not been prepared and are not contained in such minute books.  At the Closing, all of those books and records will be in the possession of Source.

Section 1.14         Broker Fees.  Other than compensation payable by Source to Galileo Asset management, SA, no broker, investment banker or other person is entitled to any broker, finder or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Source.

Each of Moneytech and Evans, jointly and severally, represent and warrant as follows as an inducement to, and to obtain the reliance of the other Parties:

Section 2.1            Organization. Moneytech and each of its subsidiaries listed on Schedule 2.5 (collectively, the “Moneytech Subsidiaries”) is a corporation duly incorporated and validly existing under the laws of Australia and has the corporate power and is duly authorized and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or other jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of the governing documents of Moneytech or any of the Moneytech Subsidiaries.  Moneytech has full power and authority and has taken all action required by law, its constitution or other organizational documents (the “Constitution”), or otherwise to authorize the execution and delivery of this Agreement.

Section 2.2            No Conflict With Other Instruments.

(a)           The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which Moneytech or any of the Moneytech Subsidiaries is a party or to which any of their properties or operations are subject.

(b)           The delivery by each Moneytech Shareholder of duly executed documentation evidencing the transfer by him or her pursuant to the provisions of this Agreement of the Designated Shares (as defined in Section 3.1) owned by him or her will transfer to Source good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.

Section 2.3            Approval of Agreement.  The board of directors of Moneytech has authorized the execution and delivery of the Agreement and has approved the transactions contemplated hereby.

Section 2.4            Information.  The information concerning Moneytech and the Moneytech Subsidiaries set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 2.5            Subsidiaries.  All of the Moneytech Subsidiaries, and their jurisdictions of organization, are set forth on Schedule 2.5 hereto.  Moneytech owns all of the issued shares of each of the Moneytech Subsidiaries.  Except for the Moneytech Subsidiaries, Moneytech does not own an interest in any other entity.

(a)           The only authorized, issued and outstanding shares or other equity interests of Moneytech are the 111,676,854 Moneytech Shares owned by the Moneytech Shareholders as set forth on Schedule 3.1.  All outstanding shares of Moneytech have been duly authorized and validly issued and are fully paid and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase other than those that have been waived or otherwise cured or satisfied and all such shares are free and clear of all liens, charges, encumbrances, claims and options of any nature.  None of the outstanding securities of Moneytech has been issued in violation of any foreign, federal or state securities laws.

(b)           There are no options, warrants, convertible securities, rights, commitments (including pre-emptive rights) or agreements pursuant to which Moneytech is bound to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, Moneytech Shares or any other equity interest in Moneytech.

(c)           There are not, as of the date hereof, and there will not be as of the date of consummation of this Agreement, any shareholders agreements, voting trusts or other agreements or understandings to which Moneytech or any of the Moneytech Shareholders is a party or by which it or any of them is bound relating to the voting of any Moneytech Shares.

(a)           Moneytech has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and each of the agreements required to be executed in connection herewith, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Moneytech.  This Agreement and each of the agreements required to be executed in connection herewith have been duly executed and delivered by Moneytech and Evans and constitutes a legal, valid and binding obligation of each of them enforceable, in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles.

(b)           The execution and delivery of this Agreement by Moneytech does not, and the consummation by Moneytech of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Moneytech or any of its Subsidiaries under any provision of (A) the Constitution of Moneytech or any provision of the comparable constitution or organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrument, permit, concession, clearance, approval, franchise or license applicable to Moneytech, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect on Moneytech and the Subsidiaries on a consolidated basis  or (C) any Australian, foreign, federal, state or local order, statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Entity (as defined herein) (each, a “Law” and collectively, the “Laws”) applicable to Moneytech, any of the Subsidiaries or any of their respective properties or assets.

(c)            No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Australian, U.S. or other court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by, or with respect to, Moneytech in connection with the execution and delivery of this Agreement by Moneytech or the consummation by Moneytech of the transactions contemplated hereby, as to which the failure to obtain or make would have a Material Adverse Effect on Moneytech, except for: (A) such filings and approvals as may be required by any applicable state securities, “blue sky” or takeover laws or (B) such filings as may be required in any jurisdiction where Moneytech is qualified or authorized to do business as a foreign corporation in order to maintains such qualification or authorization.

Section 2.8            Financial Statements.  Moneytech has previously delivered to Source Moneytech’s audited financial statements as of and for the years ended June 30, 2012 and 2011and unaudited financial statements as of and for the period ended March 31, 2013(the “Moneytech Financial Statements”).  Moneytech has made or will make available to Source within the time period required by the rules and regulations of the Securities and Exchange Commission, true, correct and complete copies of the Moneytech Financial Statements for inclusion in the Current Report on Form 8-K to be filed by Source in respect of the consummation of the Share Exchange and the other transactions contemplated by this Agreement (the “Item 2.01 Form 8-K”).  The Moneytech Financial Statements: (i) in all material respects accurately reflect or will reflect Moneytech’s books and records as of the times and for the periods referred to therein, (ii) to Moneytech’s knowledge, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of Moneytech’s operations and cash flows for the periods indicated and (iv) to the extent required for inclusion in the Item 2.01 Form 8-K, comply or will comply in all material respects with the Exchange Act, Regulation S-X and the published general rules and regulations of the SEC.

Section 2.9            Bankruptcy.   Moneytech has not: (i) commenced a voluntary case, or had entered against it a petition, for relief under the federal bankruptcy code or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors; (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non judicial proceedings, to hold, administer or liquidate all or substantially all of its property; or (iii) made an assignment for the benefit of creditors.

Section 2.10         Foreign Corrupt Practices.  Neither Moneytech nor any director, officer, agent, employee or other person has, in the course of its actions for, or acting on behalf of, Moneytech (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 2.11         Books and Records.  All of the books and records of Moneytech are complete and accurate in all material respects and have been maintained in the ordinary course and in accordance with applicable Laws and standard industry practices with regard to the maintenance of such books and records.  The records, systems, controls, data and information of Moneytech are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the direct control of Moneytech or its accountants (including all means of access thereto and therefrom).

Section 2.12         Sufficient Holders.   The holders of more than 90% of the outstanding shares of Moneytech are “Sophisticated Investors” as that term is used under applicable Australian Securities laws.  Provided that offers to participate in the Share Exchange are made to no more than twenty (20) Moneytech Shareholders that are not Sophisticated Investors and that the value of the Source Shares issued to those Moneytech Shareholders that are not Sophisticated Investors is less than $2,000,000 Australian, the transaction contemplated hereby will not violate Australian Securities Laws.

Section 2.13         Broker Fees.  Other than compensation payable by Moneytech to Wellington Shields & Co. LLC and MG Capital Pty Ltd, no broker, investment banker or other person is entitled to any broker, finder or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Moneytech.

 

Each Moneytech Shareholder severally and not jointly represents and warrants to Source as follows:

Section 3.1            Lawful Owner.   The Moneytech Shareholder is the lawful owner of the number of Moneytech Shares set opposite such Moneytech Shareholder’s name on Schedule 3.1 hereto (the “Designated Shares”) and, subject to the terms of the Constitution of Moneytech, has the power to transfer and deliver the Designated Shares in accordance with the terms of this Agreement.  The delivery of documentation evidencing the transfer of the Designated Shares pursuant to the provisions of this Agreement will transfer to Source, subject to the terms of the Constitution of Moneytech, good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.

Section 3.2            No Encumbrances.   The Moneytech Shareholder has not encumbered or mortgaged any right or interest in the Designated Shares.

 

(a)           The Moneytech Shareholder is not a “U.S. Person” as defined in Rule 902(k) of Regulation S, and (i) at the time of (A) the offer by Source and (B) the acceptance of the offer by such Moneytech Shareholder, of the Source Stock, such Moneytech Shareholder was outside the U.S; (ii) no offer to acquire the Source Stock or otherwise to participate in the transactions contemplated by this Agreement was made to the Moneytech Shareholder or its representatives inside the U.S.; (iii) the Moneytech Shareholder is not purchasing the Source Stock for the account or benefit of any U.S. Person, or with a view towards distribution to any U.S. Person, in violation of the registration requirements of the Securities Act; (iv) the Moneytech Shareholder will make all subsequent offers and sales of the Source Stock either (A) outside of the U.S. in compliance with Regulation S; (B) pursuant to a registration under the Securities Act; or (C) pursuant to an available exemption from registration under the Securities Act; (v) the Moneytech Shareholder is acquiring the Source Stock for such Moneytech Shareholder’s own account, for investment and not for distribution or resale to others; (vi) the Moneytech Shareholder has no present plan or intention to sell the Source Stock in the U.S. or to a U.S. Person at any predetermined time, has made no predetermined arrangements to sell the Source Stock and is not acting as an underwriter or dealer with respect to such securities or otherwise participating in the distribution of such securities; (vii) none of the Moneytech Shareholder, such Moneytech shareholder’s affiliates, or any person acting on behalf of such Moneytech Shareholder, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Source Stock at any time after the Closing Date through the one year anniversary of the Closing Date, except in compliance with the Securities Act; and (viii) the Moneytech Shareholder is not acquiring the Source Stock in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act. The Moneytech Shareholder consents to the placement of a legend on any certificate or other document evidencing the Source Stock substantially as follow:

 

The Moneytech Shareholder understands and acknowledges that Source is under no obligation to register the Source Exchange Shares for resale or other disposition under the Securities Act.

 

 (b)           The Moneytech Shareholder acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.

 

(c)            The Moneytech Shareholder acknowledges that such Moneytech Shareholder has carefully reviewed such information as he, she or it has deemed necessary to evaluate an investment in Source and its securities. The Moneytech Shareholder confirms that he, she or it has been furnished all materials that such Moneytech shareholder has requested relating to Source and the issuance of the Source Stock hereunder, and the Moneytech Shareholder has been afforded the opportunity to ask questions of Source representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Moneytech Shareholder.  Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Source set forth in this Agreement, on which the Moneytech Shareholder has relied in making an exchange of such Moneytech Shareholder’s Moneytech Shares for the Source Stock.

 

(d)           The Moneytech Shareholder understands that the Source Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Source Stock or any available exemption from registration under the Securities Act, the Source Stock may have to be held indefinitely.  The Moneytech Shareholder further acknowledges that the Source Stock may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Source compliance with the reporting requirements under the Exchange Act).

 

 (e)           The Moneytech Shareholder agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants of the Moneytech Shareholder under this Article III shall survive the Closing.

Section 4.1            Share Exchange Transactions. The closing (“Closing”) of the Share Exchange contemplated hereby shall take place at such date and time (the “Closing Date”) as is reasonably practicable after the conditions to Closing contained herein are satisfied and as agreed upon by the parties. Each of the parties hereto agrees to take such reasonable actions as are appropriate to effect the following transactions as soon as practicable (the “Transactions”) following the execution and delivery of this Agreement.  Each of the equity securities shall be duly endorsed for transfer or with executed stock powers medallion guaranteed attached to be released, surrendered, and delivered:

(a)            If the Contribution has not been completed prior to Closing, Source shall transfer, deliver, and assign the Source Assets to Wiki Sub pursuant to the Contribution Agreement.   In connection with the transfer of the Source Assets to Wiki Sub, Source shall take all action necessary to effect such transfer as soon as practicable after the Execution Date, in particular attaining consent to assign those Source Assets, for which consent to transfer is required.  To the extent a consent to the transfer of a Source Asset or contract is required and is not obtained prior to the Closing, Wiki Sub shall take such actions as Source may request to obtain such request and, at its election, Source shall continue to hold such asset and such contract shall be performed by Wiki Sub as the agent of Source and, as between Source and Wiki Sub, the economic benefit or burden associated with such asset or contract shall be enjoyed by or borne by Wiki Sub.

(b)           Wiki Sub shall execute and deliver an instrument of assumption whereby it assumes all liabilities related to the Source Assets and the operation of the business conducted with the Source Assets and agrees to indemnify Source against all claims and liabilities arising out of or related to the Source Assets and the operation of the business conducted with the Source Assets.  In connection therewith, Wiki Sub will deliver to Source an instrument executed by Galileo Management S. A., wherein Galileo agrees to look only to Wiki Sub for any monetary amounts, to the exclusion of any shares of Source Stock, due pursuant to the Investment Advisory Agreement between Source and Galileo dated November 2012.

(c)           The Moneytech Shareholders shall transfer and deliver to Eaton & Van Winkle LLP (the “Closing Agent”) certificates representing the Moneytech Shares, to the extent the Moneytech Shares are represented by certificates, and duly executed share transfer forms to transfer their Moneytech Shares to Source.

(d)           Source shall issue and deliver to the Closing Agent certificates representing the number of Source Exchange Shares registered in the name of each of the Moneytech Shareholders set forth on Schedule 3.1 hereto.

(e)           Garibaldi shall transfer and deliver the Garibaldi Shares and DeFeudis shall transfer and deliver the DeFeudis Shares to the Escrow Agent, together with stock powers duly endorsed and medallion guaranteed.

(f)            Source shall deliver the 1,000 Wiki Sub Shares to the Escrow Agent, together with stock powers duly endorsed.

(g)           Each of Source and Wiki Sub shall deliver documents effecting the change of directors and officers set forth in Section 4.4 of this Agreement (the “Change of Directors and Officers Documents”) to the Closing Agent, together with executed copies of the documents referenced in Sections 7.2 and 7.3 hereof.

Section 4.2           Closing. The closing (the “Closing”) shall take place at the offices of the Closing Agent, immediately upon the receipt by the Closing Agent of the documents contemplated by Section 4.1currently contemplated to be no later than June 14, 2013, or, as to any document, a waiver of the delivery of such document by the party that is the intended recipient thereof.  At the Closing, the Closing Agent shall disburse as soon as practicable:

(a)           The Moneytech Shares to Source.

(b)           The Source Exchange Shares to the Moneytech Shareholders, provided that Source shall not be required or permitted to offer or issue any Source Exchange Shares to a Moneytech Shareholder if such offer or issuance would cause this Agreement or the transaction contemplated hereby to violate Australian Securities Laws.

(c)           The Change of Directors and Officers Documents to each of Source, Wiki Sub, and Moneytech.

(d)           To the intended recipient thereof, the documents referenced in Sections 7.2 and 7.3.

Section 4.3            Wiki Sub Financial Benchmarks.  The Escrow Agent shall retain the 1,000 Wiki Sub Shares and the Garibaldi Shares and DeFeudis Shares pending determination of whether Wiki Sub achieves revenues of $4.2 million, a gross profit percentage of 25% and breaks even (the “Benchmark”) during the twelve month period commencing on July 1, 2013 and ending June 30, 2014 (the “Earn-Out Period”).  At the end of each month during the Earn-Out Period, Wiki Sub shall furnish the Board of Source with financial and other information evaluating progress in achieving the Benchmark, discussing the prospects for achieving the Benchmark and any difficulties or impediments which it has encountered, with proposals or recommendations. If the Benchmark is met during the Earn-Out Period, then the Garibaldi Shares and DeFeudis Shares shall be returned to each of Garibaldi and DeFeudis and the 1,000 Wiki Sub Shares shall be returned to Source.  If the Benchmark is not met during the Earn-Out Period, then the Garibaldi Shares and DeFeudis Shares shall be delivered to the Transfer Agent with instructions to be immediately cancelled, and the Escrow Agent shall deliver 500 Wiki Sub Shares to DeFeudis and 500 Wiki Sub Shares to Garibaldi.  Notwithstanding the foregoing, in its sole discretion, at any time during the Earn Out Period, the board of directors of Source may authorize and direct the Escrow Agent to deliver the Garibaldi Shares to Garibaldi, the DeFeudis Shares to DeFeudis and the 1,000 Wiki Sub Shares to Source, even if the Benchmark is not achieved.

Notwithstanding the foregoing, if at any point during the Earn-Out Period the Source Board sells Wiki Sub, merges Wiki Sub with another entity, disposes of the assets of Wiki Sub, or takes any other action to compromise the ability of Wiki Sub to meet the Financial Goal, then it will have the effect of the Benchmark being met and the Garibaldi Shares and DeFeudis Shares shall be returned to each of Garibaldi and DeFeudis and the 1,000 Wiki Sub Shares shall be returned to Source; it being understood that Source shall be under no obligation to take any affirmative action(s) to further the objectives of Wiki Sub and that the foregoing restriction shall not prohibit Source, Moneytech or the Moneytech Shareholders from asserting any claim for indemnification under Section 9.2 of this Agreement or seeking legal recourse for any other claim arising under this Agreement or resulting from the Share Exchange or the other transactions contemplated by this Agreement.

Section 4.4            Directors and Officers. In connection with the Share Exchange, the directors and officers of Source shall resign from their respective positions at Source, with the exception of DeFeudis who shall remain as a director of Source and resign from all offices he holds with Source, and all of the former directors and officers of Source shall be appointed in the same respective positions as directors and officers of Wiki Sub.   Simultaneous with their resignation from Source, the former directors of Source shall appoint to the Source Board such individuals as are designated by Moneytech to be the directors of Source.

Section 4.5           Events Prior to Closing.  Upon execution hereof or as soon thereafter as practical, management of Moneytech and Source shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced herein below.

Section 4.6            Certain Adjustments to Capitalization.  If, between the date of this Agreement and the Closing, any of the outstanding equity securities involved in the Transactions is changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination, or exchange of shares or a stock dividend or dividend payable in any other securities is declared effective with a record date within such period, or any similar event occurs, such securities shall be appropriately adjusted to provide the parties hereto the same economic effect as contemplated by this Agreement prior to such event.

Section 4.7            Wiki Sub Officers and Directors.  Garibaldi and DeFeudis shall continue in their positions as the officers and directors of Wiki Sub after the Closing and shall control the board of Wiki Sub; provided that Source shall have the right to designate one member of the board of Wiki-Sub.  At Closing, Garibaldi and DeFeudis shall enter into employment agreements with Wiki Sub, which shall describe the duties and responsibilities of Garibaldi and DeFeudis and provide for the termination of their employment and tenure on the board if they fail to perform their obligations, or otherwise for cause. Garibaldi and DeFeudis shall be responsible for establishing and maintaining all Wiki Sub bank accounts and shall determine all salaries and benefits due to Wiki Sub employees..  It is understood that the post-acquisition officers and directors of Source shall not interfere in the management of Wiki Sub, as it shall be the sole responsibility of Wiki Sub’s officers, directors and executive management to achieve the Benchmarks and shall have the independent authority to takes such actions as they determine in their discretion to achieve such Benchmarks.

Section 5.1            Election of DeFeudis to the Source Board.  Until the earlier of (i) June 30, 2018 or (ii) the disposition by Source of Wiki Sub if the Benchmarks are not met as provided in Section 4.3 of this Agreement, (i) Source shall cause DeFeudis to be nominated for election to the Source Board and take such reasonable action as is necessary to cause DeFeudis to be elected to the Source Board and (ii) Evans shall vote his shares in Source, including the Preferred Shares, to cause DeFeudis to be elected to the Source Board.

Section 5.2            Restrictions on the Conduct of the Business of Source Between the Execution Date and the Closing Date.  Except as contemplated, required or permitted by this Agreement, as required by law or any governmental entity of competent jurisdiction, or as consented to in writing by Moneytech, during the period from the Execution Date to the Closing Date, Source shall, and shall cause each of its subsidiaries to, carry on its business in the ordinary course and use commercially reasonable efforts to preserve substantially intact its current business organizations, to keep available the services of its current officers and key employees and to take no action which is intended to or which would reasonably be expected to materially prejudice or materially delay the ability of any of the parties hereto from obtaining any necessary approvals of any governmental entity required for the transactions contemplated by this Agreement, from performing its covenants and agreements under this Agreement or from consummating the transactions contemplated hereby or otherwise materially delay or prohibit consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, during the period from the Execution Date to the Closing Date, Source shall not, and shall not permit any of its Subsidiaries to:

(a)            declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any capital stock of Source;

(b)           split, combine or reclassify any capital stock of Source or any of its Subsidiaries or issue or authorize the issuance of any other securities in lieu of or in substitution for shares of any capital stock of Source or any of its Subsidiaries;

     

(c)            purchase, redeem or otherwise acquire any shares of any capital stock of Source or any of its Subsidiaries or any rights, warrants or options to acquire any such shares;

 

(d)            issue, deliver, grant or sell any shares of any capital stock of Source, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units;

(e)            except as contemplated by the Amendment, amend or waive or propose to amend or waive any provision of Source’s Certificate of Incorporation or Bylaws or the comparable organizational documents of any of the Source Subsidiaries;

 

(f)            merge or consolidate with, or purchase an equity interest in or a substantial portion of the assets of, any person or any division or business thereof, other than any such action solely between or among Source  and the Source Subsidiaries;

     

(g)           transfer, sell, lease or otherwise dispose of any of its properties or assets (including capital stock of Source or any of the Source Subsidiaries), other than (i) sales or other dispositions of inventory and other assets in the ordinary course of business consistent with past practice and (ii) and (iii) dispositions of obsolete equipment or assets or dispositions of assets being replaced;

     

(h)           pledge, mortgage, encumber or otherwise subject to a lien any of its properties or assets (including capital stock of Source or any of the Source Subsidiaries;

    

(i)            incur or assume any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Source or any of the Source Subsidiaries, or guarantee any such indebtedness or any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial condition of another person or enter into any arrangement having the economic effect of the foregoing (collectively, “Indebtedness”); or (ii) authorize or make any loans, advances or capital contributions to, or investments in, any other person to or in Source or any of the Source Subsidiaries;

     

(j)             authorize or make any capital expenditures;

     

(k)            waive, release, assign, settle or compromise any material claim, action, proceeding or litigation, in each case instituted by or pending against Source or any of the Wiki Subsidiaries, other than the settlement of claims or litigation where such settlement is expressly disclosed, reflected or reserved against in the most recent financial statements (or the notes thereto) of Source for an amount not materially in excess of the amount so disclosed, reflected or reserved;

     

(l)             cancel any material Indebtedness or waive any material claims or rights;

    

(m)           enter into, adopt, amend (except for such amendments as may be required by law or which are reasonably necessary to avoid adverse tax consequences to Source, any of the Source Subsidiaries or their respective employees) or terminate any employment contract, consulting agreement, employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, consultant or director of Source or any of the Source Subsidiaries, increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Source or any of the Source Subsidiaries or pay any amounts to any such individuals not otherwise due; grant or accelerate the vesting of any equity-based awards for the benefit of any current or former employee, officer, director or consultant of Source or any of the Source Subsidiaries, enter into any collective bargaining agreement or similar agreement with respect to Source or any the Source Subsidiaries, or amend or renew any existing collective bargaining agreement or similar agreement with respect to Source or any of the Source Subsidiaries;

(n)            make any change in accounting principles, practices or procedures (including any tax accounting principles, practices and procedures;

    

(o)            enter into, renew, extend, materially amend or terminate any contract material to Source or its operations;

    

(q)            pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the financial statements of Source or incurred in the ordinary course of business and consistent with past practice;

 

(r)             take, or agree or commit to take, any action that would, or is reasonably likely to, make any representation or warranty of Source contained in this Agreement inaccurate at, or as of any time prior to, the Closing or result in any of the conditions to the Closing not being satisfied, or omit, or agree to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time or to prevent any such condition from not being satisfied; and

(s)            authorize any of, or commit or agree to take any of, the foregoing actions.

Source shall, as promptly as practicable, give written notice to Moneytech upon becoming aware of any material event, development or occurrence that would reasonably be expected to give rise to a failure of condition precedent set forth in Section 7.01 or Section 7.03.

Section 5.3.           Private Placement. Upon execution of this Agreement, the parties will cooperatively undertake a private placement offering for Source of up to $2,000,000. It is understood by the parties that the funds will be distributed in the following manner:

(a)

The first $800,000 of net proceeds shall be distributed evenly between Source and Wiki Sub;

(b)

The following net proceeds shall be distributed to Wiki Sub until it shall have received, together with the amount received pursuant to clause (a) an aggregate of $600,000; and

(c)

The remaining net proceeds shall be distributed to Moneytech.

Each of Source, WikiSub and Moneytech will use its commercially reasonable efforts to complete the Private Placement.

Section 5.4            Public Offering.  In the event that at any time after the Closing, Source undertakes a public offering of its securities, then Wiki Sub and Moneytech shall be allocated the net proceeds on a fair and equitable basis as determined by the Board of Source or as allocated by the underwriter.

i)	300,000 shares issuable upon exercise of options to be granted to a service provider;