SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

(Rule 13e-100)

TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

ASTA FUNDING, INC.

Name of Subject Company (Issuer)

Asta Funding, Inc.

Asta Finance Acquisition Inc.

Asta Finance Acquisition Sub Inc.

Gary M. Stern, Ricky Stern, Arthur Stern, Emily Stern,

GMS Family Investors LLC, Asta Group, Incorporated,

The Ricky Stern Family 2012 Trust, The Ricky Stern 2012 GST Trust,

The Emily Stern Family 2012 Trust, The Emily Stern 2012 GST Trust

 (Names of Persons Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

0462220109

(CUSIP Number of Class of Securities)

Seth Berman General Counsel Asta Funding, Inc. 210 Sylvan Avenue Englewood Cliffs, NJ 07632 (201) 567-5648 Gary M. Stern c/o Moomjian Waite & Coleman, LLP 350 Jericho Turnpike Jericho, NY 11753 (516) 937-5900

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

James Rieger, Esq. Ralph Siciliano, Esq. Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue New York, NY 10022 Telephone: (212) 508-6700 Scott Jones, Esq. Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, Pennsylvania 19312 Telephone: (610) 640-7800 Kevin Waite , Esq. Moomjian, Waite & Coleman, LLP  350 Jericho Turnpike Jericho, NY 11753 Telephone: (516) 937-5900

This statement is filed in connection with (check the appropriate box):

a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$34,839,292.35	$4,522.14

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The transaction value is based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $13.10 for 2,508,854 shares of common stock issued and outstanding (excluding shares of company stock options) as of June 25, 2020 (consisting of 6,974,632 shares of common stock outstanding as of June 25, 2020 minus 4,058,911 shares held by the Stern Group (as defined below) (the “Rollover Shares”)) (the Rollover Shares that are not included in the foregoing calculation have been so excluded because they are being contributed to Parent (as defined below) immediately prior to the consummation of the merger), plus (b) the product of (i) 406,867 shares of common stock underlying outstanding employee stock options with an exercise price of $13.10 or less, multiplied by (ii) $4.85, representing the difference between the $13.10 per share merger consideration and the $8.25 weighted average exercise price of such options.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001298.

☒  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

Amount Previously Paid: $4,522.14	Filing Party: Asta Funding, Inc.
Form or Registration No.: Schedule 14A – Amendment No.1 to the Preliminary Proxy Statement	Date Filed: July 24, 2020

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

Introduction

This Amendment No.1 to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”) jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Asta Funding, Inc., a Delaware corporation (the “Company”) and the issuer of the common stock, par value $0.01 per share (the “Common Stock”) that is subject to the Rule 13E-3 transaction, (ii) Asta Finance Acquisition Inc., a Delaware corporation (“Parent”), (iii) Asta Finance Acquisition Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), (iv) Mr. Gary M. Stern, an individual and Chairman and Chief Executive Officer of the Company, (v) Ricky Stern, an individual and Senior Vice President of the Company’s GAR subsidiary, (vi) Arthur Stern, an individual and the former Chairman Emeritus and former director of the Company, (vii) Emily Stern, an individual, (viii) GMS Family Investors LLC, a Delaware limited liability company (“GMS”), (ix) Asta Group, Incorporated, a Delaware corporation (“AGI”), (x) the Ricky Stern Family 2012 Trust (“RSFT”), (xi) the Ricky Stern 2012 GST Trust (the “RS GST Trust”), (xii) the Emily Stern Family 2012 Trust (“ESFT”) and (xiii) the Emily Stern 2012 GST Trust (the “ES GST Trust” and, together with Messrs. Gary M. Stern, Ricky Stern, Arthur Stern, Miss Emily Stern, GMS, AGI, RSFT, RS GST Trust and ESFT, the “Stern Group Investors” or the “Stern Group”).

On April 8, 2020, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger, as amended by that certain Amendment No.1 to the Agreement and Plan of Merger, dated June 25, 2020, (together, the “Merger Agreement”), pursuant to which Merger Sub shall merge with and into the Company and its consolidated subsidiaries, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission Amendment No.1 to its preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a virtual special meeting of the stockholders of the Company at which the holders of the Common Stock will be asked to consider and vote on a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Common Stock entitled to vote thereon and (ii) at least a majority of the outstanding shares of Common Stock entitled to vote thereon, other than the Parent, Gary Stern and members of the Stern Group, and any other officers and directors of the Company and any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.

Under the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock of the Company (the “Common Stock”) outstanding immediately prior to the effective time of the merger (other than certain excluded shares and shares held by any of the Company’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law (“dissenting shares”)) will be converted into the right to receive $13.10 in cash, without interest (the “merger consideration”), less any applicable withholding taxes, whereupon all such shares will be automatically canceled and will cease to exist, and the holders of such shares will cease to have any rights with respect thereto other than the right to receive the merger consideration. Shares of Common Stock held by any of the Parent Parties (including the shares held by the members of the Stern Group, which shares will be contributed to Parent prior to the merger) and by the Company or any wholly-owned subsidiary of the Company will not be entitled to receive the merger consideration.

Except as otherwise agreed to in writing prior to the Effective Time of the Merger by Parent and a holder of any Company stock options with respect to any of such holder’s Company stock options, each Company stock option, whether vested or unvested and whether with an exercise price per share that is greater or less than, or equal to, $13.10, that is outstanding immediately prior to the Effective Time, will, as of the Effective Time, become fully vested and be canceled and converted into the right to receive an amount in cash from the Company as the surviving corporation equal to (a) the product of (i) the excess, if any, of $13.10 over the exercise price per share of the Common Stock subject to such Company stock option multiplied by (ii) the total number of shares of the Common Stock subject to such Company stock option, without interest, less (b) such amounts as are required to be withheld or deducted under applicable tax provisions.

As of June 25, 2020, the members of the Stern Group hold 4,058,911 shares of the Company’s Common Stock representing approximately 61.8% of the Company’s total issued and outstanding Common Stock (including (i) 260,000 shares subject to Company stock options exercisable within 60 days), and have agreed with Parent to contribute to Parent, immediately prior to the consummation of the merger, 4,058,911 shares in exchange for common stock of Parent.

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The board of directors of the Company formed a special committee comprised entirely of independent and disinterested directors, consisting of David Slackman (Chairman), Michael Monteleone, and Timothy Bishop (the “Special Committee”) to consider and negotiate the terms and conditions of the merger and to recommend to the board of directors whether to pursue the merger and, if so, on what terms and conditions.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E- 3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

Item 2. Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET—Parties to the Merger—Asta Funding, Inc.”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING ASTA—Market Price of the Common Stock and Dividend Information”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“THE MERGER AGREEMENT—Conduct of Business Prior to Closing”

“IMPORTANT INFORMATION REGARDING ASTA—Market Price of the Common Stock and Dividend Information—Dividends”

(e) Prior Public Offerings. Not Applicable.

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(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT —Transactions in Common Stock”

Item 3. Identity and Background of Filing Person

(a) Name and Address. Asta Funding, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET—Parties to the Merger”

“SPECIAL FACTORS —Parties to the Merger”

“IMPORTANT INFORMATION REGARDING ASTA”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET — Parties to the Merger”

“SPECIAL FACTORS — Parties to the Merger”

“IMPORTANT INFORMATION REGARDING ASTA—Company Background”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING ASTA—Directors, Officers and Corporate Governance”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

Item 4. Terms of the Transaction

(a) Material Terms.

(1) Tender Offers. Not applicable.

(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

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“SPECIAL FACTORS—U.S. Holders; Non-U.S. Holders”

“SPECIAL FACTORS—Merger Consideration”

“SPECIAL FACTORS—Payment for the Shares of Common Stock”

“SPECIAL FACTORS—Delisting and Deregistration of our Common Stock”

“SPECIAL FACTORS—Appraisal Rights”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Votes Required”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Accounting Treatment

Asta Funding, Inc., as the surviving corporation in the merger, will account for the merger under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS— Indemnification and Directors’ and Officers’ Liability Insurance”

“SPECIAL FACTORS —Voting Agreements”

“SPECIAL FACTORS—Stern Group Commitment Letters”

“THE MERGER AGREEMENT—Treatment of Options”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Appraisal Rights”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC. —Appraisal Rights”

ANNEX D—DELAWARE GENERAL CORPORATION LAW SECTION 262

(e) Provisions for Unaffiliated Security Holders. None.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Voting Agreements”

“SPECIAL FACTORS—Stern Group Commitment Letters”

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“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Transactions in Common Stock”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Management Estimates”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Voting Agreements”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“VIRTUAL SPECIAL MEETING OF THE STOCKHOLDERS OF ASTA FUNDING, INC.—Votes Required”

“THE MERGER AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Item 6. Purposes of the Transaction, and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

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“SPECIAL FACTORS—Delisting and Deregistration of our Common Stock”

“THE MERGER AGREEMENT—The Merger

“THE MERGER AGREEMENT—Merger Consideration”

“THE MERGER AGREEMENT—Payment for the Shares of Common Stock”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SUMMARY TERM SHEET – Purpose of the Virtual Special Meeting”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Delisting and Deregistration of Company Common Stock”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS— Stern Group Commitment Letters”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification and Directors’ and Officers’ Liability Insurance”

“IMPORTANT INFORMATION REGARDING ASTA — Dividends”

“THE MERGER AGREEMENT”

“THE MERGER AGREEMENT—The Merger”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

(b) Alternatives. None. Additionally, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

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(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“SPECIAL FACTORS—Management Estimates”

ANNEX C – OPINION OF LINCOLN INTERNATIONAL LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS—U.S. Holders; Non-U.S. Holders”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS—Appraisal Rights”

“THE VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.— Appraisal Rights”

“THE MERGER AGREEMENT—The Merger”

“THE MERGER AGREEMENT—Closing; Effective Time”

“THE MERGER AGREEMENT—Merger Consideration”

“THE MERGER AGREEMENT — Payment for the Shares of Common Stock”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

ANNEX D—THE DELAWARE GENERAL CORPORATION LAW SECTION 262

Item 8. Fairness of the Transaction

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

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“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Parent Parties’ and the Stern Group’s Position as to the Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Stern Group for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Management Estimates”

ANNEX C—OPINION OF LINCOLN INTERNATIONAL LLC

The presentations and discussion materials dated December 30, 2019, January 16, 2020, March 13, 2020, April 8, 2020 and June 19, 2020, each prepared by Lincoln International LLC and reviewed by the Special Committee of the Board of the Directors of the Company, as applicable, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5) and (c)(6) and are incorporated by reference herein

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.—Record Date and Quorum”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.—Votes Required”

“THE MERGER AGREEMENT—Conditions to the Merger”

“THE MERGER AGREEMENT—Stockholders Meeting”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

ANNEX C—OPINION OF LINCOLN INTERNATIONAL LLC

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

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“THE VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC. Recommendation of our Board of Directors”

(f)     Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“WHERE YOU CAN FIND MORE INFORMATION”

ANNEX C—OPINION OF LINCOLN INTERNATIONAL LLC

The presentations and discussion materials dated December 30, 2019, January 16, 2020, March 13, 2020, April 8, 2020 and June 19, 2020, each prepared by Lincoln International LLC and reviewed by the Special Committee of the Board of the Directors of the Company, as applicable, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5) and (c)(6), and are incorporated by reference herein.

Item 10. Source and Amounts of Funds or Other Consideration

(a)—(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Stern Group Commitment Letters”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT – Financing of the Merger”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS— Interests of Our Directors and Executive Officers in the Merger—Payments to the Special Committee”

“THE MERGER AGREEMENT—Termination Fees and Expenses;

“THE MERGER AGREEMENT—Reimbursement of Expenses”

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Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT —Transactions in Common Stock”

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreements”

“VIRTUAL SPECIAL MEETING OF THE STOCKHOLDERS—Votes Required”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Management Estimates”

“IMPORTANT INFORMATION REGARDING ASTA—Selected Summary Historical Consolidated Financial Data”

“IMPORTANT INFORMATION REGARDING ASTA—Book Value Per Share”

-10-

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Solicitation of Proxies”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Additional Assistance”

“THE MERGER AGREEMENT—Employee Matters”

Item 15. Additional Information

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16. Exhibits

(a)(2)(i)	Amendment No. 1 to the Preliminary Proxy Statement of Asta Funding, Inc. (the “Preliminary Proxy Statement”) (incorporated by reference to the Schedule 14A filed concurrently with this Transaction Statement with the Securities and Exchange Commission).
(a)(2)(ii)	Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iii)	Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iv)	Notice of Virtual Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(v)	Press Release issued by Asta Funding, Inc., dated April 8, 2020 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).
(a)(2)(vi)	Press Release issued by Asta Funding, Inc., dated June 25, 2020 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2020, and incorporated herein by reference)
(b)(1)	Debt Commitment Letter, dated April 3, 2020, by and between Bank Leumi USA and Asta Finance Acquisition, Inc.*
(b)(2)	Amendment to the Debt Commitment Letter, dated June 25, 2020, by and between Bank Leumi USA and Asta Finance Acquisition, Inc. (included as Exhibit 99.2 to the Company's Schedule 13D/A filed on June 26, 2020, and incorporated herein by reference)
(c)(1)	Opinion of Lincoln International LLC, dated June 19, 2020 (included as Annex C to the Preliminary Proxy Statement, and incorporated herein by reference).
(c)(2)	Presentation Materials, dated December 30, 2019, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.*
(c)(3)	Presentation Materials, dated January 16, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.*
(c)(4)	Presentation Materials, dated March 13, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.*
(c)(5)	Presentation Materials, dated April 8, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.*
(c)(6)	Presentation Materials, dated June 19, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.
(d)(1)	Agreement and Plan of Merger, dated as of April 8, 2020, by and among Asta Finance Acquisition, Inc., Asta Finance Acquisition Sub Inc. and Asta Funding, Inc. (included as Annex A to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(2)	Amendment No.1 to the Agreement and Plan of Merger, dated as of June 25, 2020, by and among Asta Finance Acquisitions, Inc., Asta Finance Acquisition Sub Inc., and Asta Funding, Inc. (included as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2020, and incorporated herein by reference).
(d)(3)	Voting Agreement between the Stern Group and Asta Funding, Inc. dated April 8, 2020 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).
(d)(4)	Settlement and Voting Agreement between RBF Capital, LLC and the Company, dated June 25, 2020 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2020, and incorporated herein by reference).
(d)(5)	The Stern Group Commitment Letter, dated as of April 8, 2020, by and among the Stern Group Investors and Asta Finance Acquisition Inc. (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).
(d)(6)	Limited Guarantee dated April 8, 2020 (included as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).
(f)	Section 262 of the Delaware General Corporation Law (included as Annex D to the Preliminary Proxy Statement, and incorporated herein by reference).
(g)	None.

*          Previously filed.

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SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of July 24, 2020

THE COMPANY

ASTA FUNDING, INC.

By: /s/ Steven Leidenfrost

Name: Steven Leidenfrost       

Title: Chief Financial Officer

PARENT PARTIES

ASTA FINANCE ACQUISITION INC.

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

ASTA FINANCE ACQUISITION SUB, INC.

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

STERN GROUP INVESTORS:

/s/ Gary Stern       

Gary Stern

/s/ Ricky Stern       

Ricky Stern

/s/ Emily Stern       

Emily Stern

/s/ Arthur Stern     

Arthur Stern

GMS FAMILY INVESTORS LLC

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Managing Member

-13-

RICKY STERN 2012 FAMILY TRUST

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

RICKY STERN 2012 GST TRUST

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

EMILY STERN 2012 TRUST

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

EMILY STERN 2012 GST TRUST

By: /s/ Gary Stern

Name: Gary Stern

Title: Trustee

EMILY STERN 2012 TRUST

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

EMILY STERN 2012 GST TRUST

By: /s/ Gary Stern      

Name: Gary Stern

Title: Trustee

ASTA GROUP INCORPORATED

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

-14-

EX-99.C6

Exhibit (c)(6)

CONFIDENTIAL Fairness Analysis Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. June 19, 2020

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “Materials”), are provided to, and solely for the information of, the Committee (as defined herein) of the Company (as defined herein) in connection with the Committee’s consideration of a Proposed Transaction (as defined herein).  This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions held with Lincoln (as defined herein) in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials.  The Materials are for discussion purposes only. Lincoln expressly disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom. The Materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view toward public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company, or Lincoln takes any responsibility for the use of the Materials by persons other than the Committee and the Company.  The Materials are provided on a confidential basis solely for the information of the Committee and the Company, other than as described in the engagement letter between Lincoln and the Company, dated November 22, 2019 (the “Letter Agreement”, as amended on February 29, 2020 (the “First Amendment”) and June 15, 2020 (the “Second Amendment”, and together with the First Amendment and the Letter Agreement, the “Engagement Letter”), and may not be disclosed, summarized, reproduced, disseminated, quoted, or otherwise referred to, in whole or in part, without Lincoln’s express prior written consent. The Materials are necessarily based on financial, economic, market, and other conditions as in effect on, and the information available to Lincoln as of, the date of the Materials.  Although subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials.  The Materials are not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do so.  The Materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Proposed Transaction.  The Materials do not constitute any opinion, nor do the Materials constitute a recommendation to the Committee, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Proposed Transaction or otherwise.  Lincoln’s only opinion is the Opinion (as defined herein), if any, that is actually delivered to the Committee. The Materials may not reflect information known to other professionals in other business areas of Lincoln and its affiliates. The preparation of the Materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description.  Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.  Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.  Accordingly, the analyses contained in the Materials must be considered as a whole.  Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view.  The Materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyond the control of the participants in the Proposed Transaction. Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses, or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses, or securities may actually be sold. The Materials do not constitute a fairness opinion, solvency opinion, valuation opinion, credit rating, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice.  The Materials do not address any other terms, aspects, or implications of the Proposed Transaction, or any agreements, arrangements, or understandings entered into in connection with the Proposed Transaction or otherwise.  Furthermore, the Materials do not address the fairness of any portion or aspect of the Proposed Transaction to any party.  In preparing the Materials, Lincoln has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party.

Disclaimer and Confidentiality Statement  Except as otherwise noted in the Materials, all budgets, projections, estimates, financial analyses, reports, and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the Materials have been prepared by management of the Company (“Management”) or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable.  The budgets, projections and estimates contained in the Materials may or may not be achieved and differences between projected results and those actually achieved may be material.  Lincoln has relied upon representations made by Management and other participants in the Proposed Transaction that such budgets, projections, and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to information obtained from public sources, represent reasonable estimates), and Lincoln expresses no opinion with respect to such budgets, projections, or estimates or the assumptions on which they are based. Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading.  In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of the Company or any other participant in the Proposed Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed by Lincoln that would be material to its analyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents. The Materials do not constitute a commitment by Lincoln or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. Lincoln provides mergers and acquisitions, restructuring, and other advisory services to clients, which may have in the past included, or may currently or in the future include, one or more interested parties to the Proposed Transaction (each an “Interested Party”), for which services Lincoln has received, and may receive, compensation.  Although Lincoln in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that otherwise may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Lincoln is in possession of such information, to the Company or to use such information on the Company’s behalf. Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln may in the future provide, investment banking and other financial services to the Company or its respective affiliates, for which Lincoln and our affiliates would expect to receive compensation. THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN.

Section 1 Executive Summary 5 Section 2 Valuation Analysis - Consumer Receivables 11 Section 3 Valuation Analysis - Personal Injury Claims 15 Section 4 Valuation Analysis - GAR 22 Section 5 Valuation Analysis - Small Business Lending 28 Section 6 Valuation Analysis - Corporate Overhead 32 Appendix A Valuation Support 37 Appendix B Fully-Diluted Shares Outstanding 45 Appendix C Asta Trading Analysis 47 Appendix D Illustrative Premiums Paid Analysis 50

Executive Summary Section 1

Engagement Overview Lincoln International LLC (“Lincoln”, “we”, or “our”) has been engaged to serve as financial advisor to the Special Committee of the Board of Directors (the “Committee”) of Asta Funding, Inc. (“Asta” or the “Company”) to (i) provide customary financial and valuation advisory services to the Committee to assist it in evaluating and, if requested by the Committee, negotiating the Proposed Transaction (as described below), and (ii) upon request by the Committee, render to it a written opinion, as described below. Proposed Transaction It is Lincoln’s understanding that in connection with the proposed transaction, the Company, Asta Funding Acquisition Inc. (“Parent”) and Asta Funding Acquisition Sub Inc. (“Merger Sub”) will enter into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger dated April 8, 2020 (as amended, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), and each of the Shares (other than Dissenting Shares and Rollover Shares (each as defined in the Merger Agreement), and Shares owned by Parent, Merger Sub, or the Company as treasury stock or by any subsidiary of the Company) will be converted into the right to receive $13.10 in cash (the “Merger Consideration”, and such transaction, the “Proposed Transaction”). The Opinion The Committee has requested that Lincoln render a written opinion (the “Opinion”) as to whether the Merger Consideration to be received by the Public Shareholders in the Proposed Transaction is fair, from a financial point of view, to the Public Shareholders.

Executive Summary Scope Scope In arriving at our Opinion, we have, among other things: 1. discussed the terms and circumstances surrounding the Proposed Transaction with the Special Committee and its legal counsel, and certain members of Management; ii. met with the Special Committee, and met with certain members of Management at the Company’s offices in Englewood Cliffs, New Jersey, in each case to discuss the business, financial outlook and prospects of the Company; iii. reviewed the Merger Agreement and a draft, dated June 18, 2020, of the Amendment; iv. reviewed a letter addressed to us by management of the Company which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, us by or on behalf of the Company, dated June 19, 2020; v. reviewed the Company’s annual reports and audited financial statements on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for the fiscal years ended September 30, 2015 through September 30, 2019 and the Company’s unaudited interim financial statements on Form 10-Q filed with the SEC for the three and six months ended March 31, 2020; vi. reviewed the Company’s unaudited business segment financial statements and pro forma financial information for the fiscal years ended September 30, 2018 through September 30, 2019 and the six months ended March 31, 2020, which the Company’s management identified as being the most current financial statements available; vii. reviewed financial projections for the Company and each of its business segments prepared by management of the Company for the fiscal years ending September 30, 2020 through September 30, 2026, provided to us by Management and approved for our use by the Company and the Special Committee (the “Management Projections”); viii. reviewed and discussed with the Special Committee the Management Projections and certain extensions thereof through the fiscal year ending September 30, 2029 with respect to the Company’s consumer receivables segment, and through the fiscal year ending September 30, 2028 with respect to the Company’s corporate overhead (the “Extended Management Projections”); ix. reviewed the financial terms of the Proposed Transaction and compared those terms with the financial terms of certain business combinations and other transactions as of the date hereof, that we deemed relevant; x. reviewed certain financial and other information for the Company, and compared that data and information with certain stock trading, financial and corresponding data and information for companies with publicly traded securities as of the date hereof, none of which is directly comparable to the Company, that we deemed relevant; xi. performed certain valuation and comparative analyses including a discounted cash flow analysis and an analysis of selected public companies that we deemed relevant; and xii. considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that we deemed relevant.

Executive Summary Lincoln Valuation Methodology Lincoln performed a sum-of-the-parts financial analysis for each of the five primary operating segments of Asta: (i) consumer receivables, (ii) personal injury claims, (iii) social security disability advocacy, (iv) small business lending and (v) corporate overhead (each a “Segment”, and collectively, the “Segments”). Segment entity valuation methodology (1) Consumer Receivables Palisades Collection, LLC (United States) Palisades Collection, LLC  (International: Colombia and Peru) Discounted Cash Flow (“DCF”) Analysis DCF Analysis Personal Injury Claims Simia Capital, LLC (“Simia”) Sylvave, LLC (“Sylvave”) Arthur Funding, LLC (“Arthur Funding”) DCF Analysis DCF Analysis Selected Public Companies / M&A Transactions Analysis Social Security Disability  Advocacy GAR Disability Advocates, LLC (“GAR”) DCF Analysis Selected Public Companies Analysis Small Business Lending TBD DCF Analysis Corporate Overhead N/A DCF Analysis For each Segment’s DCF analysis, Lincoln utilized the Management Projections, and a capital asset pricing model (“CAPM”)-derived weighted average cost of capital (“WACC”) to discount to present value the future cash flows in the Management Projections. Based on an analysis of the selected public companies used in Lincoln’s analysis and commensurate with the risks related to the Company and each of its Segments, Lincoln used a WACC range of 11.5% to 16.5% for all segments with the exception of GAR, where Lincoln utilized a WACC range of 12.5% to 15.5%, and Small Business Lending, where Lincoln utilized a WACC range of 17.5% to 22.5%, as discussed in further detail herein. Segment Entity Valuation Methodology (1)

Valuation Summary ($ in Thousands, except per share values) Liquid Financial Assets: Cash And Cash Equivalents (2) $8,982.0 $8,982.0 $8,982.0 $1.33 $1.32 $1.32 Investments (3) 8,078.5 8,078.5 8,078.5 1.20 1.19 1.19 Available-For-Sale Securities (3) 55,698.6 55,698.6 55,698.6 8.25 8.21 8.18 A Segment Enterprise Value (Sum-of-the-Parts Analysis): Consumer Receivables $16,300.0 $17,000.0 $17,800.0 $2.41 $2.51 $2.61 Personal  Injury Claims 3,600.0 3,765.0 3,930.0 0.53 0.56 0.58 GAR 7,050.0 7,900.0 8,850.0 1.04 1.16 1.30 Small Business Lending 20.0 1,170.0 2,570.0 0.00 0.17 0.38 Corporate Overhead (4) (26,200.0) (23,600.0) (21,000.0) (3.88) (3.48) (3.08) B Other Assets: Present Value of NOL Tax Benefits $1,451.4 $1,542.8 $1,646.5 $0.21 $0.23 $0.24 Equity Method Investment (Serlefin) (2) (5) 223.0 223.0 223.0 0.03 0.03 0.03 Settlements Receivable (2) (6) 757.0 757.0 757.0 0.11 0.11 0.11 Other Assets (2) (7) 367.0 367.0 367.0 0.05 0.05 0.05 C D = A + B + C $13.10 E Fully-Diluted Shares Outstanding (1) 6,751,613 6,782,340 6,811,497 F = D / E Implied Aggregate Equity Value Multiples Book Value (2) $89,764.0 0.85x 0.91x 0.98x Tangible Book Value (2) 88,354.0 0.86x 0.93x 0.99x LTM Earnings (8) 7,999.7 9.5x 10.2x 11.0x (1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and Lincoln's range of Value Per Share; see Appendix B for additional details (2) As of March 31, 2020, per Company filings (3) Reflects market value as of June 18, 2020 (4) Corporate Overhead was calculated on a pre-tax basis on the low end and a post-tax basis on the high end, with the midpoint representing an average of the low and high indications (5) Relates to the Company's 49% owned joint venture with Serlefin Peru (6) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement (7) Other Assets consists of (i) a Republic Bank Deposit of $196,000 and (ii) a Loan to Serlefin of $171,000 (8) Latest twelve months ended March 31, 2020; Adjusted to add back approximately $1.1 million of non-recurring expenses related to the Proposed Transaction  Low Mid High Value Per Share (1) Total Liquid Financial Assets $72,759.1 $72,759.1 $72,759.1 $10.78 $10.73 $10.68 Total Segment Enterprise Value $770.0 $6,235.0 $12,150.0 $0.11 $0.92 $1.78 Total Other Assets $2,798.4 $2,889.8 $2,993.5 $0.41 $0.43 $0.44 Aggregate Equity Value $76,327.5 $81,883.9 $87,902.6 $11.31 $12.07 $12.91 Value Per Share $11.31 $12.07 $12.91 Proposed Transaction

Summary of Key Changes from April 8, 2020 Presentation Liquid Financial Assets: Updated for March 31, 2020 balances; publicly-traded securities with market prices updated as of June 18, 2020. Segment Enterprise Values: Consumer Receivables: Incorporated actual Q2 FY2020 results and updated valuation date to June 18, 2020; Personal Injury Claims: Incorporated actual Q2 FY2020 results for Simia and Sylvave and the latest Arthur Funding portfolio details through June 15, 2020, and updated valuation date to June 18, 2020; Based on improvements in the market capitalizations and corresponding equity value multiples of the selected public companies, Lincoln increased its selected book value multiples for Arthur Funding from a range of 1.00x – 1.25x in the April 8, 2020 presentation to a range of 1.25x – 1.50x in the current analysis. GAR: Incorporated actual Q2 FY2020 results, and updated valuation date to June 18, 2020; Based on improvements in the enterprise values and corresponding enterprise value multiples of the selected public companies, Lincoln increased its selected 2021P EBITDA multiples for GAR from a range of 4.0x – 5.0x in the April 8, 2020 presentation to a range of 5.0x – 6.0x in the current analysis. Small Business Lending: Updated valuation date to June 18, 2020; and Corporate Overhead: Incorporated actual Q2 FY2020 results, and updated valuation date to June 18, 2020; Calculated the value of Corporate Overhead on both a pre-tax and post-tax basis, with a corresponding range of value included in the valuation summary on the prior page. NOL Tax Benefits: The value of the NOL Tax Benefit decreased slightly due to an decrease in consolidated income throughout the Management Projections as a result of the incorporation of actual Q2 FY2020 results. Other Assets: Updated for March 31, 2020 balances, per Company SEC filings. Fully-Diluted Shares Outstanding: Updated the Treasury Stock Method calculations, using Lincoln’s range of per share values; See Appendix B for more details.

Valuation Analysis - Consumer Receivables Section 2

Valuation Analysis – Consumer Receivables Historical and Projected Financial Statements Historical and Projected Financial Performance - Consumer Receivables ($ in Thousands) Finance Income $15,863.0 $14,050.0 $13,338.0 $10,267.0 $7,889.0 $6,138.0 $5,022.0 $4,214.0 $2,915.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (22.2%) Other Income $4,077.0 $773.0 $49.0 $120.0 $27.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 (39.6%) Total Revenue $19,940.0 $14,823.0 $13,387.0 $10,387.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) Growth NA (25.7%) (51.1%) (29.9%) (23.8%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,722.0) ($2,155.0) ($2,070.0) ($1,506.0) ($1,137.0) ($1,032.0) ($877.0) ($767.0) ($659.0) ($584.0) ($584.0) ($584.0) ($584.0) (12.2%) EBITDA $18,218.0 $12,668.0 $11,317.0 $8,881.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) Margin 91.4% 85.5% 84.5% 85.5% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.6% Growth NA (30.5%) (54.2%) (29.9%) (23.7%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) Net Working Capital $4,504.0 $2,264.0 $1,538.0 $1,281.0 $455.0 $166.0 $56.0 $40.0 $17.0 $6.0 $0.2 ($4.5) ($8.2) NA as a % of Total Revenue 22.6% 15.3% 11.5% 12.3% 5.7% 2.7% 1.1% 0.9% 0.6% 0.3% 0.0% (0.3%) (0.7%) 2.3% (1) Latest twelve months ended March 31, 2020  Management Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg.

Valuation Analysis - Consumer Receivables dcf analysis - key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with Management, there have not been any new consumer receivable portfolio purchases in several years, and there are no plans to restart consumer receivables portfolio purchases in the near future for either the domestic or international operations of the Consumer Receivables Segment. For the purposes of Lincoln’s analysis, and based on discussions with Management, Lincoln assumed that the Consumer Receivables portfolio would be liquidated at the end of FY2029, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis. As such, no terminal value was contemplated in Lincoln’s DCF analysis. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2029, based on discussions with Management and as approved for Lincoln’s use by the Committee, for the Consumer Receivables Segment: Total revenue and EBITDA are projected to decrease at a CAGR of (22.5%) and (26.7%), respectively, over the FY2019 through FY2029 period; The Consumer Receivables Segment EBITDA margin is projected to decline from 84.5% for the LTM period ended March 31, 2020 to 49.3% in FY2029; Given the run-off nature of the portfolio, Lincoln assumed that the Consumer Receivables Segment would be liquidated at the end of FY2029, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis; Net working capital, calculated on a cash-free, debt-free basis, and including principal collections on each of the U.S. and international consumer receivable portfolios, averages 2.3% of the Consumer Receivables Segment’s total revenue over the FY2020 through FY2029 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%.

Valuation Analysis - Consumer Receivables DCF Analysis – Summary DCF Analysis - Consumer Receivables ($ in Thousands) Total Revenue $13,387.0 $10,387.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) % Growth (51.1%) (29.9%) (23.8%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) EBITDA $11,317.0 $8,881.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) % Margin 84.5% 85.5% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.6% % Growth (37.9%) (29.9%) (23.7%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) 4/20 - 9/20 EBIT $3,731.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (-) Pro Forma Taxes @ 28.1% (1,048.8) (1,905.6) (1,436.7) (1,166.6) (970.4) (635.6) (466.6) (340.7) (240.0) (159.5) NOPAT $2,682.2 $4,873.4 $3,674.3 $2,983.4 $2,481.6 $1,625.4 $1,193.4 $871.5 $613.9 $407.9 (+/-) Net Working Capital 257.0 826.0 289.0 110.0 16.0 23.0 11.0 5.8 4.7 3.7 Free Cash Flow $2,939.2 $5,699.4 $3,963.3 $3,093.4 $2,497.6 $1,648.4 $1,204.4 $877.3 $618.6 $411.6 Discount Period 0.03 0.79 1.79 2.79 3.79 4.79 5.79 6.79 7.79 8.79 Discount Factor @ 14.0% 0.9956 0.9021 0.7913 0.6942 0.6089 0.5341 0.4685 0.4110 0.3605 0.3162 Present Value of Unlevered Free Cash Flow $2,926.4 $5,141.6 $3,136.3 $2,147.3 $1,520.8 $880.5 $564.3 $360.6 $223.0 $130.2 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $16,316.9 $17,031.0 $17,824.7 (1) Latest twelve months ended March 31, 2020  Management Projections Long-Term Projections 19A - '29P '20P - '29P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Indicated Enterprise Value (Rounded) $16,300.0 $17,000.0 $17,800.0

Valuation Analysis – Personal Injury Claims Section 3

Valuation Analysis – Personal Injury Claims Historical and Projected Financial Statements – Arthur Funding Historical and Projected Financial Performance - Arthur Funding ($ in Thousands) Personal Injury Claims Income $12.0 $42.0 $139.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Total Revenue $12.0 $42.0 $139.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Growth NA NA 1058.3% 375.5% 163.1% 34.8% 1.1% (0.4%) 0.0% (-) Total Operating Expenses ($80.0) ($269.0) ($385.0) ($730.0) ($944.0) ($1,071.0) ($1,079.0) ($1,147.0) ($1,158.0) EBITDA ($68.0) ($227.0) ($246.0) ($69.0) $795.0 $1,273.0 $1,291.0 $1,214.0 $1,203.0 Margin (566.7%) (540.5%) (177.0%) (10.4%) 45.7% 54.3% 54.5% 51.4% 51.0% Growth NA NA NM NM NM 60.1% 1.4% (6.0%) (0.9%) Investment in Arthur Funding, Net ($225.0) ($402.0) ($584.0) ($2,700.0) ($3,822.0) ($969.0) $217.8 ($9.0) ($11.0) Free Cash Flow ($671.0) ($2,769.0) ($3,233.7) ($27.0) $1,173.1 $889.4 $879.2 as a % of Total Revenue (482.7%) (418.9%) (186.0%) (1.2%) 49.5% 37.7% 37.2% (1) Latest twelve months ended March 31, 2020  Management Projections FY Ending September 30, 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P

Valuation Analysis – Personal Injury Claims Projected Simia and Sylvave Book Value Rollforward Simia and Sylvave Book Value Rollforward 375.0 $250.0 $125.0 $2,623.0 $1,873.0 $1,123.0 $456.0 $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 $3,000.0 2020P 2021P 2022P 2023P 2024P  Simia Sylvave Source: Management Projections

Valuation Analysis – Personal Injury Claims DCF Analysis – Key Assumptions As part of its valuation analysis, Lincoln determined the indicated enterprise value of the Company’s Personal Injury Claims Segment by performing a DCF analysis utilizing the Management Projections, and a Selected Public Companies / M&A Transactions Analysis for Arthur Funding using the Company’s invested capital in Arthur Funding as of March 31, 2020 to which Lincoln applied a range of book value multiples. Based on discussions with Management, there have been no new personal injury claims portfolio fundings for either Simia and Sylvave in several years and all new personal injury claims fundings are expected to be completed by the Company’s Arthur Funding Segment. As such, no terminal value was contemplated in Lincoln’s DCF analysis for Simia and Sylvave. The following is a summary of the key assumptions used in the DCF analysis for Simia and Sylvave: Principal and interest cash collections for each of Simia and Sylvave, as displayed on the next page, were projected by Management based on historical realization rates, and are expected to decline to zero by FY2024 as the portfolios are fully wound down; Operating expenses for Simia and Sylvave are correspondingly expected to decline throughout the projection period, per Management; As the collections for each of Simia and Sylvave represent principal and accrued interest, Lincoln projected cash taxes to be zero, based on discussions with Management; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%. Source: Management Projections

Valuation Analysis – Personal Injury Claims Simia and Sylvave DCF Analysis – Summary DCF Analysis - Simia and Sylvave ($ in Thousands) 4/20 - 9/20 Principal Collections - Simia $202.0 $101.0 $101.0 $101.0 $101.0 Interest Collections - Simia 48.0 24.0 24.0 24.0 24.0 Principal Collections - Sylvave 336.0 503.0 503.0 503.0 456.0 Interest Collections - Sylvave 164.0 247.0 247.0 164.0 0.0 Total Portfolio Cash Flows $750.0 $875.0 $875.0 $792.0 $581.0 (-) Total Operating Expenses ($14.0) ($27.0) ($27.0) ($27.0) ($11.0) (-) Pro Forma Taxes 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $736.0 $848.0 $848.0 $765.0 $570.0 Discount Period 0.03 0.79 1.79 2.79 3.79 Discount Factor @ 14.0% 0.9956 0.9021 0.7913 0.6942 0.6089 Present Value of Unlevered Free Cash Flow $732.8 $765.0 $671.1 $531.0 $347.1 Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows $2,949.5 $3,047.0 $3,152.3 (1) Latest twelve months ended March 31, 2020  Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P Indicated Enterprise Value (Rounded) $2,950.0 $3,050.0 $3,150.0

Valuation Analysis – Personal Injury Claims Arthur Funding – Selected Public Companies / M&A Transactions Analysis – Summary Selected Public Companies / M&A Transactions Analysis – Summary ($ in Thousands) Book Value 0.39x - 3.93x 1.18x 1.43x 1.25x - 1.50x $519.9 $649.9 $714.9 $779.9 (1) Book Value for Arthur Funding represents the Company's investment in Arthur Funding as of June 15, 2020; see Appendix A for additional details Lincoln considered eight public companies and three selected M&A transactions in the specialty finance industry. Lincoln’s selected multiples for Arthur Funding were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, the length of time Arthur Funding has been originating new business, and Arthur Funding’s revenue and earnings composition. Lincoln further notes that Arthur Funding represents an early stage investment for the Company, having launched in May 2019, and the Segment has not yet generated significant origination volumes. Appendix A contains additional details of Arthur Funding’s total originations through June 15, 2020. Note: None of the selected public companies or the target companies in the M&A transactions analysis is identical to Arthur Funding and Lincoln does not have access to non-public information regarding those companies. Selected Public Companies Selected Multiples Enterprise Value Enterprise Value Multiple Low - High Median M&A Median Low - High Financial Statistic (1) Low Mid High Indicated Equity Value Range (Rounded) $650.0 $715.0 $780.0

Valuation Analysis – Personal Injury Claims Valuation Summary Valuation Summary - Personal Injury Funding ($ in Thousands) DCF Analysis - Simia and Sylvave $2,950.0 $3,050.0 $3,150.0 Selected Public Companies / M&A Transactions Analysis - Arthur Funding 650.0 715.0 780.0  Enterprise Value Low Mid High Indicated Enterprise Value Range $3,600.0 $3,765.0 $3,930.0

Valuation Analysis – GAR Section 4

Valuation Analysis – GAR Historical and Projected Financial Statements Historical and Projected Financial Performance – GAR ($ in Thousands) Disability Fee Income $4,598.0 $4,861.0 $4,011.0 $3,684.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.2% Other Income 8.0 48.0 48.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NM Total Revenue $4,606.0 $4,909.0 $4,059.0 $3,684.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% Growth NA 6.6% (43.3%) (25.0%) 22.9% 0.3% 2.0% 2.0% 2.0% 2.0% (-) Total Operating Expenses ($3,511.0) ($3,339.0) ($3,166.0) ($3,186.0) ($3,263.0) ($3,287.0) ($3,312.0) ($3,337.0) ($3,243.0) ($3,269.0) (0.3%) EBITDA $1,095.0 $1,570.0 $893.0 $498.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% Margin 23.8% 32.0% 22.0% 13.5% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.6% Growth NA 43.4% (54.1%) (68.3%) 154.0% (0.8%) 5.3% 5.1% 13.6% 4.4% Net Working Capital $446.0 $212.0 $360.0 $323.0 $323.0 $323.0 $323.0 $323.0 $323.0 (4.5%) as a % of Total Revenue 9.1% 5.2% 9.8% 7.1% 7.1% 7.0% 6.8% 6.7% 6.6% 7.3% (1) Latest twelve months ended March 31, 2020 Note: Five Star Veterans Disability, LLC, a division of GAR ("Five Star"), represents a diminishing portfolio, in which the Company is not actively investing going forward. Five Star future cash collections are projected to be $150,000 in 2020P, $75,000 in 2021P, and $0 in 2022P and thereafter. Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg.

Valuation Analysis – GAR DCF Analysis – Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Beyond the projection period, Lincoln estimated the continuing value of GAR (the “Terminal Value”) by using a terminal growth rate of 2.0%, based on discussions with Management, reflecting Management’s view of the long-term growth rate of GAR. The following is a summary of the key assumptions used in the DCF analysis for GAR: Total revenue is projected to decrease (25.0%) to $3.7 million in FY2020 followed by a recovery to approximately $4.9 million by FY2026; Total revenue decline in FY2020 is primarily driven by the Social Security Administration approving cases more quickly, which in turn reduces GAR’s revenue per case due to lower levels of retroactive benefits. Total revenue growth beyond FY2022 of approximately 2.0% per year approximates the growth rate of the overall economy, per Management. EBITDA is projected to increase at a CAGR of 0.7% over the FY2019 through FY2026 period; GAR’s EBITDA margin is projected to average 27.6% over the FY2020 through FY2026 period; Net working capital, calculated on a cash-free, debt-free basis, is projected to decline to zero beginning FY2022; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows and corresponding Terminal Value were discounted at a WACC range of 11.5% to 16.5%.

Valuation Analysis – GAR DCF Analysis – Summary DCF Analysis – GAR ($ in Thousands) Total Revenue $4,059.0 $3,684.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% % Growth (43.3%) (25.0%) 22.9% 0.3% 2.0% 2.0% 2.0% 2.0% EBITDA $893.0 $498.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% % Margin 22.0% 13.5% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.6% % Growth (18.4%) (68.3%) 154.0% (0.8%) 5.3% 5.1% 13.6% 4.4% 4/20 - 9/20 EBIT $324.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 (-) Pro Forma Taxes @ 28.1% (91.1) (355.6) (352.8) (371.3) (390.4) (443.6) (463.3) NOPAT $232.9 $909.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 (+/-) Net Working Capital (148.0) 37.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $84.9 $946.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 Discount Period 0.03 0.79 1.79 2.79 3.79 4.79 5.79 Discount Factor @ 14.0% 0.9956 0.9021 0.7913 0.6942 0.6089 0.5341 0.4685 Present Value of Unlevered Free Cash Flow $84.6 $853.8 $714.0 $659.2 $608.0 $605.9 $555.1 Terminal Value  Calculations Low Mid High WACC 15.5% 14.0% 12.5% Terminal Growth Rate 2.0% 2.0% 2.0% Terminal Free Cash Flow * (1 + Terminal Growth Rate) $1,208.4 $1,208.4 $1,208.4 Capitalization Rate (WACC - Terminal Growth Rate) 13.5% 12.0% 10.5% Terminal Value (Gordon Growth) $8,951.4 $10,070.4 $11,509.0 Discount Factor 0.4344 0.4685 0.5059 Present Value of Terminal Value $3,888.5 $4,718.3 $5,821.9 Enterprise Value Low Mid High Present Value of Discrete Cash Flows $3,925.2 $4,080.6 $4,246.5 (+) Present Value of Terminal Value 3,888.5 4,718.3 5,821.9 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $631.3 12.4x 13.9x 16.0x 2020P EBITDA 498.0 15.7x 17.7x 20.3x 2021P EBITDA 1,265.0 6.2x 7.0x 8.0x LTM Total Revenue (1) 4,059.0 1.92x 2.17x 2.49x (1) Latest twelve months ended March 31, 2020 (2) Adjusted to remove cash collections from Five Star of $261,660 Management Projections '19A - '26P '20P - '26P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Indicated Enterprise Value (Rounded) $7,800.0 $8,800.0 $10,100.0

Valuation Analysis – GAR  Selected Public Companies Analysis – Summary Lincoln analyzed eight selected public companies in the specialty finance industry. Lincoln’s selected multiples for GAR were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, and GAR’s revenue and earnings composition. Note: None of the selected public companies is identical to GAR and Lincoln does not have access to non-public information regarding those companies. Selected Public Companies Analysis – Summary ($ in Thousands) 2021P EBITDA 1.8x - 4.2x 3.6x 5.0x - 6.0x $1,265.0 $6,325.0 $6,957.5 $7,590.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) 1.6x 4.4x 4.1x $631.3 10.0x 11.1x 12.0x 2020P EBITDA 2.0x 7.9x 4.4x $498.0 12.7x 14.1x 15.3x LTM Total Revenue (1) 1.64x 4.43x 4.10x $4,059.0 1.55x 1.72x 1.87x (1) Latest twelve months ended March 31, 2020 (2) Adjusted to remove cash collections from Five Star of $261,660  Selected Public Companies Selected Multiples Enterprise Value Enterprise Value Multiple Low - High Median Low - High Financial Statistic Low Mid High Indicated Enterprise Value Range (Rounded) $6,300.0 $7,000.0 $7,600.0

Valuation Analysis – GAR Valuation – Summary Valuation Summary – GAR ($ in Thousands) DCF Analysis $7,800.0 $8,800.0 $10,100.0 Selected Public Companies Analysis 6,300.0 7,000.0 7,600.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $631.3 11.2x 12.5x 14.0x 2020P EBITDA 498.0 14.2x 15.9x 17.8x 2021P EBITDA 1,265.0 5.6x 6.2x 7.0x LTM Total Revenue (1) 4,059.0 1.74x 1.95x 2.18x (1) Latest twelve months ended March 31, 2020 (2) Adjusted to remove cash collections from Five Star of $261,660 Enterprise Value Low Mid High Indicated Enterprise Value Range $7,050.0 $7,900.0 $8,850.0

Valuation Analysis – Small Business Lending Section 5

Valuation Analysis – Small Business Lending Historical and Projected Financial Statements Historical and Projected Financial Performance - Small Business Lending ($ in Thousands) Small Business Lending Fee Income $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 Growth NA 160.8% 69.8% 35.8% 5.6% 5.8% (-) Advertising $0.0 ($160.0) ($100.0) ($100.0) ($140.0) ($140.0) ($160.0) (-) Bad Debt Expenses 0.0 (413.0) (945.0) (1,598.0) (2,115.0) (2,316.0) (2,466.0) (-) Office Salaries 0.0 (317.0) (626.0) (801.0) (873.0) (949.0) (1,039.0) (-) Payroll Taxes 0.0 (32.0) (63.0) (80.0) (87.0) (95.0) (104.0) (-) Professional Fees 0.0 (69.0) (42.0) (42.0) (48.0) (48.0) (48.0) (-) Office Expense 0.0 (18.0) (18.0) (36.0) (36.0) (36.0) (60.0) (-) Total Operating Expenses $0.0 ($1,009.0) ($1,794.0) ($2,657.0) ($3,299.0) ($3,584.0)  $3,877.0) EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 Margin NA (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% Growth NA NM 133.3% 57.3% 1.0% 2.1% Net Income $0.0 ($60.0) $429.0 $1,001.0 $1,575.0 $1,591.0 $1,624.0 Margin NA (6.5%) 17.8% 24.5% 28.4% 27.2% 26.2% Growth NA NM 133.3% 57.3% 1.0% 2.1% Return on Equity NA (2.4%) 5.6% 6.9% 6.9% 5.1% 4.2% Investment in Small Business Lending $0.0 $2,485.0 $7,673.0 $14,508.0 $22,752.0 $30,991.0 $39,096.0 (1) Latest twelve months ended March 31, 2020 Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P

Valuation Analysis – Small Business Lending DCF Analysis – Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with Management, the Company’s new Small Business Lending Segment is expected to begin generating revenue in FY2021. The opportunity was recently developed by a non-independent director of the Company, who was charged with finding new areas of growth for the Company to deploy capital. Lincoln estimated the Terminal Value of Small Business Lending by using a terminal book value multiple of 1.5x, based on an analysis of selected public companies. The following is a summary of the key assumptions used in the DCF analysis for Small Business Lending: Total revenue is expected to grow to approximately $6.2 million by FY2026 as the Segment grows its loan portfolio; Small Business Lending’s EBITDA margin is projected to increase from (9.3%) to 37.4% by FY2026, inclusive of bad debt expense which is forecasted to be 5.0% of advances; Lincoln utilized a tax rate of 28.1%, per Management; and ‒ The resulting discrete cash flows and Terminal Value were discounted at a WACC range of 17.5% to 22.5%, which is commensurate with venture-like rates of return given the uncertainty and risk associated with the early-stage development nature of the Small Business Lending Segment.

Valuation Analysis – Small Business Lending DCF Analysis – Summary DCF Analysis - Small Business Lending ($ in Thousands) Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 % Growth NA NA 160.8% 69.8% 35.8% 5.6% 5.8% EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 % Margin NA (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% % Growth NA NA NM 133.3% 57.3% 1.0% 2.1% 4/20 - 9/20 EBIT $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 (-) Pro Forma Taxes @ 28.1% 0.0 0.0 (172.3) (401.8) (632.3) (638.7) (651.9) NOPAT $0.0 ($86.0) $440.7 $1,028.2  1,617.8 $1,634.3 $1,668.1 (-) Investment in Small Business Lending 0.0 (2,485.0) (5,188.0) (6,835.0) (8,244.0) (8,239.0) (8,105.0) Free Cash Flow $0.0 ($2,571.0) ($4,747.3) ($5,806.8) ($6,626.3) ($6,604.7) ($6,436.9) Discount Period 0.03 0.79 1.79 2.79 3.79 4.79 5.79 Discount Factor @ 20.0% 0.9939 0.8665 0.7221 0.6017 0.5014 0.4179 0.3482 Present Value of Unlevered Free Cash Flow $0.0 ($2,227.7) ($3,427.8) ($3,494.1) ($3,322.6) ($2,759.8) ($2,241.4) Terminal Value Calculations Low Mid High Terminal Book Value $39,096.0  39,096.0 $39,096.0 Terminal Book Multiple 1.50x 1.50x 1.50x Terminal Value (Terminal Multiple) $58,644.0 $58,644.0 $58,644.0 Discount Factor 0.2792 0.3179 0.3629 Present Value of Terminal Value $16,375.3 $18,641.5 $21,279.3 Enterprise Value Low Mid High Discount Rate 22.5% 20.0% 17.5% Present Value of Discrete Cash Flows ($16,357.7) ($17,473.5) ($18,711.7) (+) Present Value of Terminal Value 16,375.3 18,641.5 21,279.3  Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Indicated Enterprise Value (Rounded) $20.0 $1,170.0 $2,570.0

Valuation Analysis – Corporate Overhead Section 6

Valuation Analysis – Corporate Overhead Historical and Projected Financial Statements Historical and Projected Financial Performance - Corporate Overhead ($ in Thousands) Corporate Overhead Expenses ($9,292.0) ($7,831.0) ($7,579.0) ($7,927.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) Growth NA (15.7%) (44.9%) 1.2% (17.4%) (5.6%) (2.7%) (12.5%) (8.0%) (2.6%) % of Total Company Revenue 41.8% 37.1% NA 52.8% 46.8% 41.7% 37.4% 31.2% 30.3% 30.0% Total Capital Expenditures $0.0 $119.0 $119.0 $0.0 $100.0 $0.0 $50.0 $50.0 $0.0 $0.0 Net Working Capital $4,109.0 ($686.0) ($955.0) ($1,774.0) ($2,042.0) ($1,809.0) ($1,730.0) ($1,800.0) ($1,784.0) ($1,819.0) (1) Latest twelve months ended March 31, 2020  Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Indicated Enterprise Value (Rounded) ($26,200.0) ($27,800.0) ($29,600.0)

Valuation Analysis – Corporate Overhead DCF Analysis – Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with the Special Committee and with the Special Committee’s approval, Lincoln assumed that the Company would cease operating when each of the Company’s Consumer Receivables Segment, the Simia and Sylvave portfolios have liquidated, and the Company’s other Segments have matured and would be able to be sold to facilitate the wind down of the Company. As such, no terminal value was contemplated in Lincoln’s DCF analysis for corporate overhead. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2028, based on discussions with Management and as approved for Lincoln’s use by the Committee, for the Company’s corporate overhead: Corporate overhead expenses are expected to decrease period over period in consideration of the wind-down of Consumer Receivables and Simia / Slyvave; Total capital expenditures are projected to be $100,000 for FY2021 and $50,000 for each of FY2023 and FY2024; Net working capital, calculated on a cash-free, debt-free basis, is projected to average ($1.8) million over the FY2020 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management for the post-tax Corporate Overhead scenario; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%.

Valuation Analysis – Corporate Overhead DCF Analysis – Summary (Pre-Tax) DCF Analysis - Corporate Overhead (Pre-Tax) ($ in Thousands) Corporate Overhead Expenses ($7,579.0) ($7,927.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) ($3,142.0) ($1,571.0) 4/20 - 9/20 EBIT ($3,731.3) ($6,656.3) ($6,192.3) ($6,063.7) ($5,303.6) ($4,853.9) ($4,728.0) ($3,145.4) ($1,573.7) (-) Pro Forma Taxes @ 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NOPAT ($3,731.3) ($6,656.3) ($6,192.3) ($6,063.7) ($5,303.6) ($4,853.9) ($4,728.0) ($3,145.4) ($1,573.7) (+) Tax Depreciation $10.3 $110.3 $10.3 $51.7 $45.6 $16.9 $15.0 $3.4 $2.7 (-) Capital Expenditures 0.0 (100.0) 0.0 (50.0) (50.0) 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 819.0 268.0 (233.0) (79.0) 70.0 (16.0) 35.0 0.0 0.0 Free Cash Flow ($2,902.0) ($6,378.0) ($6,415.0) ($6,141.0) ($5,238.0) ($4,853.0) ($4,678.0) ($3,142.0) ($1,571.0) Discount Period 0.03 0.79 1.79 2.79 3.79 4.79 5.79 6.79 7.79 Discount Factor @ 14.0% 0.9956 0.9021 0.7913 0.6942 0.6089 0.5341 0.4685 0.4110 0.3605 Present Value of Unlevered Free Cash Flow ($2,889.4) ($5,753.7) ($5,076.4) ($4,262.8) ($3,189.5) ($2,592.1) ($2,191.8) ($1,291.3) ($566.4) Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows ($26,240.7) ($27,813.5) ($29,579.5) (1) Latest twelve months ended March 31, 2020  Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Indicated Enterprise Value (Rounded) ($26,200.0) ($27,800.0) ($29,600.0)

Valuation Analysis – Corporate Overhead DCF Analysis – Summary (Post-Tax) DCF Analysis - Corporate Overhead (Post-Tax) ($ in Thousands) Corporate Overhead Expenses ($7,579.0) ($7,927.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) ($3,142.0) ($1,571.0) 4/20 - 9/20 EBIT ($3,731.3) ($6,656.3) ($6,192.3) ($6,063.7) ($5,303.6) ($4,853.9) ($4,728.0) ($3,145.4) ($1,573.7) (-) Pro Forma Taxes @ 28.1% 1,048.9 1,871.1 1,740.7 1,704.5 1,490.8 1,364.4 1,329.0 884.2 442.4 NOPAT ($2,682.4) ($4,785.2) ($4,451.6) ($4,359.2) ($3,812.8) ($3,489.5) ($3,399.0) ($2,261.2) ($1,131.3) (+) Tax Depreciation $10.3 $110.3 $10.3 $51.7 $45.6 $16.9 $15.0 $3.4 $2.7 (-) Capital Expenditures 0.0 (100.0) 0.0 (50.0) (50.0) 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 819.0 268.0 (233.0) (79.0) 70.0 (16.0) 35.0 0.0 0.0 Free Cash Flow ($1,853.1) ($4,506.9) ($4,674.3) ($4,436.5) ($3,747.2) ($3,488.6) ($3,349.0) ($2,257.8) ($1,128.6) Discount Period 0.03 0.79 1.79 2.79 3.79 4.79 5.79 6.79 7.79 Discount Factor @ 14.0% 0.9956 0.9021 0.7913 0.6942 0.6089 0.5341 0.4685 0.4110 0.3605 Present Value of Unlevered Free Cash Flow ($1,845.1)  ($4,065.8) ($3,699.0) ($3,079.6) ($2,281.7) ($1,863.3) ($1,569.1) ($928.0) ($406.9) Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows ($18,608.2) ($19,738.4) ($21,007.6) (1) Latest twelve months ended March 31, 2020  Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Indicated Enterprise Value (Rounded) ($18,600.0) ($19,700.0) ($21,000.0)

Valuation Support Appendix A

Valuation Support Historical and Projected Financial Statements – Consumer Receivables (U.S.) Historical and Projected Financial Performance - Consumer Receivables (U.S.) (1) ($ in Thousands) Finance Income $12,190.4 $10,797.1 $10,250.0 $8,035.9 $6,465.9 $5,241.4 $4,355.6 $3,660.0 $2,777.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (20.1%) Other Income $3,133.1 $594.0 $37.7 $92.2 $20.7 $3.8 $3.8 $3.8 $3.8 $5.0 $5.0 $5.0 $5.0 (38.0%) Total Revenue $15,323.4 $11,391.1 $10,287.6 $8,128.1 $6,486.7 $5,245.2 $4,359.4 $3,663.8 $2,780.8 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (20.5%) Growth NA (25.7%) (51.1%) (28.6%) (20.2%) (19.1%) (16.9%) (16.0%) (24.1%) (19.3%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,323.3) ($1,656.1) ($1,590.7) ($1,157.3) ($910.9) ($867.4) ($749.9) ($656.9) ($625.0) ($584.0) ($584.0) ($584.0) ($584.0) (9.9%) EBITDA $14,000.1 $9,735.1 $8,696.9 $6,970.8 $5,575.7 $4,377.8 $3,609.5 $3,006.9 $2,155.8 $1,660.0 $1,212.2 $854.0 $567.4 (24.7%) Margin 91.4% 85.5% 84.5% 85.8% 86.0% 83.5% 82.8% 82.1% 77.5% 74.0% 67.5% 59.4% 49.3% 74.8% Growth NA (30.5%) (54.2%) (28.4%) (20.0%) (21.5%) (17.5%) (16.7%) (28.3%) (23.0%) (27.0%) (29.6%) (33.6%) Net Working Capital $3,461.2 $1,739.8 $1,181.9 $984.4 $349.7 $127.6 $43.0 $30.7 $13.1 $4.6 ($1.2) ($5.9) ($9.6) NA as a % of Total Revenue 22.6% 15.3% 11.5% 12.1% 5.4% 2.4% 1.0% 0.8% 0.5% 0.2% (0.1%) (0.4%) (0.8%) 2.1% (1) Total operating expenses have been allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution (2) Latest twelve months ended March 31, 2020  Consumer Receivables (U.S.) Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg.

Valuation Support Historical and Projected Financial Statements – Consumer Receivables (International) Historical and Projected Financial Performance - Consumer Receivables (International) (1) ($ in Thousands) Finance Income $3,672.6 $3,252.9 $3,088.0 $2,231.1 $1,423.1 $896.6 $666.4 $554.0 $138.0 (40.9%) Other Income 943.9 179.0 11.3 27.8 6.3 1.2 1.2 1.2 1.2 (56.8%) Total Revenue $4,616.6 $3,431.9 $3,099.4 $2,258.9 $1,429.3 $897.8 $667.6 $555.2 $139.2 (41.4%) Growth NA (25.7%) (51.1%) (34.2%) (36.7%) (37.2%) (25.6%) (16.8%) (74.9%) (-) Total Operating Expenses ($398.7) ($498.9) ($479.3) ($348.7) ($226.1) ($164.6) ($127.1) ($110.1) ($34.0) (36.1%) EBITDA $4,217.9 $2,932.9 $2,620.1 $1,910.2 $1,203.3 $733.2 $540.5 $445.1 $105.2 (42.6%) Margin 91.4% 85.5% 84.5% 84.6% 84.2% 81.7% 81.0% 80.2% 75.6% 81.2% Growth NA (30.5%) (54.2%) (34.9%) (37.0%) (39.1%) (26.3%) (17.7%) (76.4%) Net Working Capital $1,042.8 $524.2 $356.1 $296.6 $105.3 $38.4 $13.0 $9.3 $3.9 (55.7%) as a % of Total Revenue 22.6% 15.3% 11.5% 13.1% 7.4% 4.3% 1.9% 1.7% 2.8% 5.2% (1) Total operating expenses were allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution (2) Latest twelve months ended March 31, 2020  Consumer Receivables (International) Projections '19A - '25P '20P - '25P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P CAGR Avg.

Valuation Support Portfolio Details – Arthur Funding Arthur Funding - Fundings by Client ($ actual) 05/22/19 Client 1 $8,532.50 06/20/19 Client 1 2,000.00 07/25/19 Client 1 1,500.00 08/29/19 Client 1 2,500.00 09/30/19 Client 1 3,000.00 10/25/19 Client 1 5,000.00 12/23/19 Client 1 2,500.00 02/19/20 Client 1 1,500.00 06/06/19 Client 2 35,604.00 07/05/19 Client 2 1,000.00 08/05/19 Client 2 1,000.00 09/05/19 Client 2 1,000.00 10/04/19 Client 2 1,000.00 11/05/19 Client 2 1,000.00 12/05/19 Client 2 1,000.00 01/06/20 Client 2 1,000.00 02/05/20 Client 2 1,000.00 03/05/20 Client 2 1,000.00 04/09/20 Client 2 1,000.00 05/07/20 Client 2 1,000.00 06/10/20 Client 2 1,000.00 06/06/19 Client 3 34,370.00 07/15/19 Client 3 4,000.00 08/15/19 Client 3 4,000.00 09/16/19 Client 3 4,000.00 10/15/19 Client 3 4,000.00 11/15/19 Client 3 4,000.00 12/11/19 Client 3 1,500.00 12/13/19 Client 3 4,000.00 Arthur Funding - Fundings by Client (continued) ($ actual) 01/21/20 Client 3 4,000.00 02/13/20 Client 3 4,500.00 06/11/19 Client 4 1,355.34 08/16/19 Client 4 10,000.00 08/28/19 Client 4 1,500.00 10/01/19 Client 4 1,500.00 11/01/19 Client 4 1,500.00 11/27/19 Client 4 1,500.00 01/06/20 Client 4 1,500.00 02/03/20 Client 4 1,500.00 03/05/20 Client 4 1,500.00 04/10/20 Client 4 1,500.00 05/07/20 Client 4 1,500.00 06/04/20 Client 4 1,500.00 06/13/19 Client 5 $3,460.00 07/05/19 Client 5 1,000.00 07/25/19 Client 5 10,000.00 09/03/19 Client 5 2,000.00 10/15/19 Client 5 1,500.00 12/09/19 Client 5 2,500.00 01/16/20 Client 5 2,000.00 02/10/20 Client 5 1,500.00 06/17/19 Client 6 37,500.00 07/26/19 Client 7 17,245.50 09/09/19 Client 7 1,000.00 11/22/19 Client 7 1,000.00 02/03/20 Client 7  1,000.00 03/23/20 Client 7 1,500.00 05/11/20 Client 7 1,000.00 Arthur Funding - Fundings by Client (continued) ($ actual) 07/30/19 Client 8 2,000.00 09/10/19 Client 8 2,000.00 10/04/19 Client 8 2,500.00 12/04/19 Client 8 2,500.00 01/02/20 Client 8 1,000.00 09/05/19 Client 9 5,000.00 11/05/19 Client 10 10,000.00 02/24/20 Client 11 5,000.00 02/28/20 Client 12 5,000.00 03/25/20 Client 12 5,000.00 05/01/20 Client 12 5,000.00 05/28/20 Client 12 5,000.00 03/13/20 Client 13 5,000.00 03/18/20 Client 14 22,548.69 04/02/20 Client 15 3,500.00 04/22/20 Client 16 5,000.00 05/20/20 Client 17 5,000.00 05/22/20 Client 18 3,000.00 05/22/20 Client 19 10,000.00 06/11/20 Client 19 10,000.00 05/27/20 Client 20 10,000.00 05/27/20 Client 21 49,829.25 05/29/20 Client 22 15,000.00 06/03/20 Client 23 7,500.00 06/04/20 Client 24 40,000.00 06/04/20 Client 25 6,000.00 06/05/20 Client 26 23,000.00 06/11/20 Client 27 1,500.00 Total $519,945.28 Date Funded Redacted Client Name Funded Amount

Valuation Support Portfolio Details – Arthur Funding (continued) Arthur Funding - Fundings by Client ($ actual) Various Client 1 $26,532.50 Various Client 2 47,604.00 Various Client 3 68,370.00 Various Client 4 26,355.34 Various Client 5 23,960.00 6/17/2019 Client 6 37,500.00 Various Client 7 22,745.50 Various Client 8 10,000.00 9/5/2019 Client 9 5,000.00 11/5/2019 Client 10 10,000.00 2/24/2020 Client 11 5,000.00 Various Client 12 20,000.00 3/13/2020 Client 13 5,000.00 3/18/2020 Client 14 22,548.69 4/2/2020 Client 15 3,500.00 4/22/2020 Client 16 5,000.00 5/20/2020 Client 17 5,000.00 5/22/2020 Client 18 3,000.00 Various Client 19 20,000.00 5/27/2020 Client 20 10,000.00 5/27/2020 Client 21 49,829.25 5/29/2020 Client 22 15,000.00 6/3/2020 Client 23 7,500.00 6/4/2020 Client 24 40,000.00 6/4/2020 Client 25 6,000.00 6/5/2020 Client 26 23,000.00 6/11/2020 Client 27 1,500.00 Arthur Funding - Fundings by Month ($ actual) May 2019 $8,532.50 June 2019 114,289.34 July 2019 36,745.50 August 2019 19,000.00 September 2019 18,000.00 October 2019 15,500.00 November 2019  19,000.00 December 2019 14,000.00 January 2020 9,500.00 February 2020 21,000.00 March 2020 36,548.69 April 2020 11,000.00 May 2020 106,329.25 June 2020 90,500.00 Total $519,945.28 Total $519,945.28  Date Funded Redacted Client Name Funded Amount Month Funded Funded Amount

Valuation Support – Personal Injury Claims & GAR Portfolio Details – Arthur Funding (continued) Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Arrow Global Group PLC $1.13 29.66% NA NMF NMF NMF NMF Axactor SE 0.70 32.57% $1,254.8 4.3x 7.9x 4.2x 4.27x Cembra Money Bank AG 100.45 76.98% NA NMF NMF NMF NMF Collection House Limited 0.74 75.45% 208.7 1.6x 2.0x 1.8x 1.64x Credit Acceptance Corporation 434.08 86.88% NA NMF NMF NMF NMF Encore Capital Group, Inc. 36.39 90.61% 4,395.4 3.3x 3.1x 2.8x 3.26x KRUK Spólka Akcyjna 27.49 55.93% 1,132.8 4.1x 4.6x 3.6x 4.10x PRA Group, Inc. 38.11 95.63% 4,585.0 4.4x 4.4x 4.0x 4.43x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Arrow Global Group PLC $1.13 29.66% $199.4 0.76x NMF 5.4x Axactor SE 0.70 32.57% 130.6 0.39x 0.52x 5.9x Cembra Money Bank AG 100.45 76.98% 2,951.1 2.62x 3.40x 17.6x Collection House Limited 0.74 75.45% 103.3 0.86x 1.06x NMF Credit Acceptance Corporation 434.08 86.88% 7,740.0 3.93x 3.93x 20.0x Encore Capital Group, Inc. 36.39 90.61% 1,163.5 1.26x NMF 10.6x KRUK Spólka Akcyjna 27.49 55.93% 521.5 1.11x 1.17x 18.9x PRA Group, Inc. 38.11 95.63% 1,775.2 1.62x 2.67x 19.4x Average $79.89 67.96% $2,315.3 3.5x 4.4x 3.3x 3.54x Median 31.94 76.21% 1,254.8 4.1x 4.4x 3.6x 4.10x Average $79.89 67.96% $1,823.1 1.57x 2.12x 13.9x Median 31.94 76.21% 842.5 1.18x 1.92x 17.6x

Valuation Support – Small Business Lending Selected Public Companies – Valuation Multiples Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Atlanticus Holdings Corporation $12.00 65.34% NA NMF NMF NMF NMF Enova International, Inc. 14.43 49.20% NA NMF NMF NMF NMF EZCORP, Inc. 6.18 60.59% $606.2 0.7x 0.7x 0.6x 0.70x Marlin Business Services Corp. 7.93 31.17% NA NMF NMF NMF NMF On Deck Capital, Inc. 0.97 20.66% NA NMF NMF NMF NMF Regional Management Corp. 18.64 53.36% 991.7 2.7x 2.8x 2.7x 2.75x World Acceptance Corporation 68.82 39.15% 1,010.5 1.7x 1.6x 1.5x 1.71x Average $18.42 45.64% $869.5 1.7x 1.7x 1.6x 1.72x Median 12.00 49.20% 991.7 1.7x 1.6x 1.5x 1.71x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Atlanticus Holdings Corporation $12.00 65.34% $172.9 NMF NMF 8.6x Enova International, Inc. 14.43 49.20% 433.5 1.02x 2.66x 5.2x EZCORP, Inc. 6.18 60.59% 340.3 0.50x 0.96x NMF Marlin Business Services Corp. 7.93 31.17% 93.2 0.49x 0.51x 9.7x On Deck Capital, Inc. 0.97 20.66% 56.8 0.27x 0.27x NMF Regional Management Corp. 18.64 53.36% 208.4 0.83x 0.86x 7.1x World Acceptance Corporation 68.82 39.15% 468.3 1.19x 1.29x 19.4x Average $18.42 45.64% $253.3 0.72x 1.09x 10.0x Median 12.00 49.20% 208.4 0.67x 0.91x 8.6x Median 12.00 49.20% 208.4 0.67x 0.91x 8.6x

Valuation Support Selected M&A Transactions Analysis Closed Equity Equity Value / Date Target Acquirer Target Description Value Book Value LTM Earnings Jul-14 Aktiv Kapital ASA Portfolio Recovery Associates, Inc. (nka:PRA Group, Inc.) As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. $872.6 2.02x 6.1x Jun-13 Asset Acceptance Capital Corp. Encore Capital Group, Inc. Asset Acceptance Capital Corp. engages in the purchase and collection of defaulted and charged-off accounts receivable portfolios from consumer credit originators in the United States. 215.2 1.43x 36.6x Mar-12 Aktiv Kapital ASA Geveran Trading Co., Ltd. As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. 1,416.3 0.94x 5.4x Average $834.7 1.46x 16.0x Median 872.6 1.43x 6.1x

Fully-Diluted Shares Outstanding Appendix B

Fully-Diluted Shares Outstanding Fully-Diluted Shares Outstanding Low Mid High Shares Outstanding (1) 6,567,765 6,567,765 6,567,765 Options Outstanding (2) 183,848 214,575 243,732 Fully-Diluted Shares Oustanding 6,751,613 6,782,340 6,811,497

Asta Trading Analysis Appendix C

Asta Trading Analysis Ownership and Common Stock Overview Shareholder Total Shares % of Total Stern, Ricky 2,237,472 34.1% Asta Group, Inc. 842,000 12.8% Stern, Gary 635,477 9.7% RBF Capital LLC 583,198 8.9% BlackRock, Inc. 278,753 4.2% Emily Stern 2012 Gst Trust 243,278 3.7% Stern, Arthur 100,684 1.5% Dimensional Fund Advisors L.P. 84,433 1.3% The Vanguard Group, Inc. 76,251 1.2% Bridgeway Capital Management, Inc. 53,600 0.8% Top 10 Shareholders 5,135,146 78.2% All Other Shareholders 1,432,619 21.8% Total Shares Outstanding 6,567,765 100.0% Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of June 18, 2020 $11.32 One-Week Average 12,055 Two -Week Average 11,019 One-Month  Average 10,930 Stock Price as of June 18, 2019 7.09 % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% Stock Price as of June 18, 2018 3.60 % of Float 0.6% % of Float 0.6% % of Float 0.6% 30-Day Volume Weighted Average Price ("VWAP") $11.67 Two-Month Average 10,060 Six-Month Average 10,548 One-Year Average 7,569 60-Day VWAP 11.52 % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% % of Shares Outstanding 0.1% 90-Day VWAP 10.77 % of Float 0.5% % of Float 0.6% % of Float 0.4% 52-Week Average Closing Price $9.19 Two-Year Average 7,003 Three-Year Average 9,176 Four-Year Average 10,466 52-Week High Closing Price 12.54 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% 52-Week Low Closing Price 6.51 % of Float 0.4% % of Float 0.5% %  of Float 0.6% 104-Week Average Closing Price $6.84 Total Shares Outstanding 6,567,765 104-Week High Closing Price 12.54 Public Float Shares 1,876,070 104-Week Low Closing Price 2.85 Public Float % 28.6%  Public and Other 29.0% Institutional 8.9% Insiders 62.1%

Asta Trading Analysis 2-Year Trading History Source: S&P Capital IQ 0.00 0.05 0.10 0.15 0.20 0.25 0.30 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Volume (thousands) Share Price Consideration: $13.10 Gary Stern offer to take the Company private on October 30, 2019 at $10.75 per share COVID-19 RBF Capital $13.00 Offer 6/18/2018 7/18/2018 8/18/2018 9/18/2018 10/18/2018 11/18/2018 12/18/2018 1/18/2019 2/18/2019 3/18/2019 4/18/2019 5/18/2019 6/18/2019 7/18/2019 8/18/2019 9/18/2019 10/18/2019 11/18/2019 12/18/2019 1/18/2020 2/18/2020 3/18/2020 4/18/2020 5/18/2020 6/18/2020

Illustrative Premiums Paid Analysis Appendix D

Illustrative Premiums Paid Analysis Illustrative Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 15 13.7% 14.1% 19.0% All Deals with Enterprise Value < $500 million 221 15.8% 16.9% 17.1% All United States Deals 29 30.0% 30.9% 30.5% All Deals with Majority Shareholder Purchasing Remaining Shares 380 16.0% 16.9% 17.5% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $13.10 92.9% 95.5% 87.1% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $13.10 127.2% Asta - Stock Price as of June 18, 2020 $11.34 $11.36 $11.34 Proposed Transaction @ $13.10 15.5% 15.3% 15.5% Asta - 1-Year Trailing VWAP as of June 18, 2020 $9.19 Proposed Transaction @ $13.10 23.2% (1) October 30, 2019 represents the date of Mr. Stern's initial proposal to the Board