NOTE

BUSINESS COMBINATION

Acquisition of the assets of The Original Sprout, LLC

Kahnalytics, Inc., a wholly owned subsidiary of Concierge Technologies domiciled in California, was founded during

May 2015

for the purpose of carrying on the residual business from the disposal of Concierge Technologies' former subsidiary, Wireless Village dba/Janus Cam. As that business segment slowly wound down over the ensuing

two

years, management began a search for another business opportunity for Kahnalytics. Accordingly, on

December 18, 2017, Kahnalytics

acquired all of the assets of The Original Sprout, LLC, a California limited liability company. Simultaneous with the acquisition, Kahnalytics registered a "doing business as" (or "dba") name of “Original Sprout” and transitioned its business to the manufacture, warehousing and wholesale distribution of non-toxic, all-natural, hair and skin care products under the brand name Original Sprout. The acquisition by Kahnalytics was financed through a non-interest bearing note from Concierge Technologies. The purchase price was approximately

$3.5

million with payments to be made over the course of a

twelve

-month period and per the estimated allocation as depicted in the following table.

Item		Amount
Inventory	$	325,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Goodwill – provisional (1)		2,856,993
Total Purchase Price	$	3,482,172

On the closing date of the transaction,

December 18, 2017,

Kahnalytics paid

$982,172

in cash towards the purchase price and deposited an additional

$1,250,000

in an attorney-held client trust account to be released to the sellers, subject to any

downward purchase price adjustment, on

May 18, 2018.

The balance of the purchase price,

$1,250,000,

subject to downward adjustment for prior payments, is due by

January 5, 2019

and is secured by a promissory note from Kahnalytics and a corporate guarantee from Concierge Technologies.

(

)

Values have been allocated to tangible assets and goodwill on a provisional basis while the Company completes its asset valuation and awaits the findings of an independent valuation of the intangible assets including the provisional goodwill amount of

,856,993.

Wainwright Holdings, Inc.

December 9, 2016,

the Company closed a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company and Wainwright and each of the shareholders of Wainwright common stock (the “Wainwright Sellers”), pursuant to which the Wainwright Sellers agreed to sell, and the Company agreed to purchase

1,741

shares of Wainwright common stock, par value

$0.01

per share, (the “Wainwright Common Stock”), which represents all of the issued and outstanding Wainwright Common Stock, in exchange for: (i)

27,293,330

shares (as adjusted approximately for the

for

reverse stock split effective on

December 15, 2017)

of Company Common Stock, and (ii)

311,804

(as adjusted approximately for the

for

reverse stock split effective on

December 15, 2017)

shares of Company Preferred Stock (which preferred shares are convertible into approximately

6,236,079

shares of Company Common Stock). Wainwright and the Company have a commonality of ownership and control as represented by the shareholdings, either directly or beneficially, of Nicholas Gerber and Scott Schoenberger as a group pursuant to the aforementioned Purchase Agreement and a voting agreement which gives them control of over

50%

of Wainwright and over

50%

of Concierge both before and after the business combination. Accordingly, the acquisition has been recorded as a transaction between entities under common control in the accompanying financial statements. Further, the accompanying financial statements have been adjusted to include the carrying value of assets, liabilities, equity and operations of Wainwright as if the transaction had concluded on

July 1, 2015.

The Wainwright assets, liabilities and shareholders' equity were recorded at their historical values with

step-up or adjustment to fair market value.