Form SC 13D/A ASTA FUNDING INC Filed by: Mangrove Partners Master Fund, Ltd.

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January 10, 2017 9:10 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)1

Asta Funding, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

046220109

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 6, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON THE MANGROVE PARTNERS MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON THE MANGROVE PARTNERS FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON MANGROVE PARTNERS FUND (CAYMAN), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON MANGROVE PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON MANGROVE CAPITAL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 046220109

1	NAME OF REPORTING PERSON NATHANIEL AUGUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,005,701
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,005,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,005,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 046220109

EXPLANATORY NOTE

This Amendment No. 10 (this “Amendment No. 10”) amends Items 4, 6 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 24, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016, as amended by Amendment No. 6 to the Schedule 13D filed with the SEC on May 12, 2016, as amended by Amendment No.7 to the Schedule 13D filed with the SEC on May 19, 2016, as amended by Amendment No. 8 to the Schedule 13D filed with the SEC on May 26, 2016 and as amended by Amendment No. 9 to the Schedule 13D filed with the SEC on November 23, 2016 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On January 6, 2017, the Reporting Persons, Asta Funding, Inc. (the “Issuer”) and, for limited purposes stated therein, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated and GMS Family Investors LLC (collectively, the “Stern Family”), entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer agreed to commence a tender offer within ten business days to repurchase no less than 5,314,009 shares its Common Stock at a price of $10.35 per share in cash, subject to certain conditions (the “Tender Offer”). The Tender Offer will expire no later than February 28, 2017 (the “Expiration Date”). Pursuant to the Settlement Agreement, the Reporting Persons have agreed to tender all their shares of Common Stock in the Tender Offer, and the Stern Family has agreed to not tender any of their shares. The Issuer also agreed to amend its Amended and Restated By-laws to add a new provision (the “Amendment”) which requires that at least one-half of the members of its Board of Directors (the “Board”) consist of independent directors and that a lead independent director will be elected from among the independent directors, who shall perform certain functions as stated therein. The Amendment remains in effect until January 6, 2019 or when the Issuer ceases to be a publicly traded company or a reporting company subject to Section 13 or 15(d) of the Securities Exchange Act of 1934. The Settlement Agreement includes customary standstill and related provisions and includes a mutual release. The Settlement Agreement is terminable by either the Issuer or the Reporting Persons by written notice at any time after the close of business on the second anniversary of the Settlement Agreement. The Settlement Agreement will also terminate if the Tender Offer does not close on or before the Expiration Date or if the Issuer amends the terms of the Tender Offer in a manner adverse to the Reporting Persons. If the Settlement Agreement terminates under certain circumstances, then for ten business days thereafter, the Issuer must take all necessary actions to permit the Reporting Persons to make a timely nomination of directors to the Board, and to timely submit other business proposals, with respect to the Issuer’s 2017 annual meeting of stockholders. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Also, on January 6, 2017, the Reporting Persons entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Gary Stern, Chairman, founding President and Chief Executive Officer of the Issuer, pursuant to which the Reporting Persons agreed to sell unconditionally to Mr. Stern, in his individual capacity, for $10.35 per share, all the shares of Common Stock owned by the Reporting Persons that are not sold to the Issuer in the Tender Offer, subject to certain conditions. The Securities Purchase Agreement includes certain other customary provisions and a mutual release. The Securities Purchase Agreement terminates upon termination of the Settlement Agreement. The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the Securities Purchase Agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

CUSIP NO. 046220109

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to the Settlement Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Reference is made to the Securities Purchase Agreement as defined and described in Item 4 above and attached as Exhibit 99.2 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following Exhibits:

99.1

Settlement Agreement, dated as of January 6, 2017, by and among Asta Funding, Inc., The Mangrove Partners Master Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital, Nathaniel August and, solely for purposes of Section 1(c), 1(d), 2 and 8 thereof, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated and GMS Family Investors LLC.

99.2

Securities Purchase Agreement, dated as of January 6, 2017, by and among The Mangrove Partners Master Fund, Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital, Nathaniel August and Gary Stern.

CUSIP NO. 046220109

SIGNATURES

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

Dated: January 10, 2017

THE MANGROVE PARTNERS MASTER FUND, LTD.

By:	MANGROVE PARTNERS
	as Investment Manager

By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

THE MANGROVE PARTNERS FUND, L.P.

By:	MANGROVE CAPITAL
	as General Partner

By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

MANGROVE PARTNERS FUND (CAYMAN), LTD.

By:	MANGROVE PARTNERS
	as Investment Manager

By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

MANGROVE PARTNERS

By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

MANGROVE CAPITAL

By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director


	/s/ Nathaniel August
	NATHANIEL AUGUST

Exhibit 99.1

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2017, by and among Asta Funding, Inc., a Delaware corporation (the “Company”), on the one hand, and The Mangrove Partners Master Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August (collectively, the “Stockholders;” the Stockholder and the Company are collectively referred to herein as the “Parties” and each individually as a “Party”), on the other hand as well as, solely for purposes of Sections 1(c), 1(d), 2 and 8 hereof, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated, and GMS Family Investors LLC (collectively, the “Stern Family”) (for Sections 1(c), 2 and 8, the Stern Family shall also be deemed a “Party”).

RECITALS

WHEREAS, as of the date hereof, the Stockholders beneficially own, in the aggregate, 4,005,701 shares of the issued and outstanding common stock of the Company, par value $0.01 per share (“Common Stock”);

WHEREAS, the Company and the Stockholders have determined to come to an agreement with respect to the commencement of a tender offer by the Company and certain other matters, as provided in this Agreement;

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

1. Tender Offer.

(a) No later than ten Business Days following the date of this Agreement, the Company shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an issuer tender offer to all stockholders to repurchase no less than 5,314,009 shares of Common Stock at a price of $10.35 per share in cash (the “Tender Offer”) (it being understood that the Company shall not be in breach of the foregoing in the event less than 5,314,009 shares of Common Stock are tendered and accepted in such Tender Offer). The expiration of the Tender Offer shall be no later than February 28, 2017 (the “Tender Offer Expiration Date”), after which the Company shall not extend the Tender Offer. The obligations of the Company to accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Tender Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the following conditions: (i) the Company has obtained all governmental, regulatory or NASDAQ consents and approvals necessary in order to consummate and effect the Tender Offer; (ii) no governmental authority of competent jurisdiction has enacted, issued or entered any restraining order, injunction or similar order or legal restraint that enjoins or otherwise prohibits the Tender Offer (a “Government Restraint”); and (iii) no legal action shall have been instituted or pending by an governmental authority of competent jurisdiction that challenges or otherwise relates to the Tender Offer (a “Government Action”). In no event shall the Company, without the prior written consent of the Stockholders, (A) reduce the number of shares of Common Stock subject to the Tender Offer; (B) reduce the price per share in the Tender Offer or change the form of consideration payable pursuant to the Tender Offer; or (C) amend or supplement any term of the Tender Offer in a manner adverse to the Stockholders.

(b) Promptly following the commencement of the Tender Offer, the Stockholders shall tender or cause to be tendered all of the shares (and other than following a termination of this Agreement, shall not withdraw such tender) of Common Stock that they own beneficially or of record in the Tender Offer. To the extent of any proration in the Tender Offer, the Stockholders agree to allocate to the Tender Offer their shares purchased at the lowest prices.

(c) The Stern Family shall not tender any shares of Common Stock that they own beneficially or of record in the Tender Offer.

2. Standstill.

(a) Beginning after the sale of all of their shares of Common Stock, without the prior written consent of the Board of Directors of the Company (the “Board”), the Stockholders shall not, and shall instruct their Representatives not to, directly or indirectly (in each case, except as permitted by this Agreement):

(i) (A) acquire, offer or agree to acquire, or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any securities of the Company or any voting rights decoupled from the voting securities; or (B) sell, offer or agree to sell, through swap or hedging transactions or otherwise, any securities of the Company or any voting rights decoupled from the underlying voting securities held by the Stockholders or their Representatives to any Third Party;

(ii) (A) nominate or recommend for nomination a person for election at any Stockholder Meeting at which the directors of the Board of Directors of the Company are to be elected or in any solicitation of written consents of stockholders of the Company; (B) initiate, knowingly encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (C) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or bring any other business for consideration at, or bring any other business before any Stockholder Meeting; (D) initiate, knowingly encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (E) initiate, knowingly encourage or participate in any solicitation of written consents of stockholders of the Company; (F) initiate, knowingly encourage or participate in any request to call a special meeting of the stockholders of the Company; (G) initiate, knowingly encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting; or (H) induce or knowingly encourage any person to take any of the foregoing actions in this Section 2(b)(ii);

(iii) form, join or in any way participate in any group with respect to any voting securities of the Company in connection with any election or removal contest with respect to the Company’s directors;

(iv) advise, encourage or influence any person with respect to voting any shares of capital stock of the Company with respect to any matter or seek to do any of the foregoing;

(v) deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof, other than any such voting trust, arrangement or agreement solely among the Stockholders and one or more of their Affiliates;

(vi) seek to control or in any way influence, alone or in concert with others, the governance, management or policies of the Company, including, without limitation, seeking to amend any provision of the Company’s certificate of incorporation, bylaws or policies;

(vii) demand an inspection of the Company’s books and records pursuant to Section 220 of the Delaware General Corporation Law or otherwise;

(viii) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any Third Party) offer or propose (whether publically or otherwise) to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publically or otherwise) to effect or participate in, (A) any acquisition of any securities, or any material assets or businesses, of the Company or any of its subsidiaries; (B) any tender offer or exchange offer (except as specifically contemplated by this Agreement), merger, acquisition, share exchange or other business combination involving any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries; or (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses;

(ix) take any action challenging the validity or enforceability of this Section 2 or this Agreement, or publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement;

(x) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing, or advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing; or

(xi) take or cause to induce any Third Party to take any action inconsistent with any of the foregoing.

(b) Prior to the earliest of (i) the Tender Offer Expiration Date, (ii) the closing of the Tender Offer and (iii) the Termination Date, none of the Company, the Stockholders or the Stern Family shall except as permitted by this Agreement, without the prior written consent of the all of the other Parties,

(i) publicly refer to: (A) any Stockholder Meeting or (B) any prior discussions between the Parties, including in any filing with the SEC (including any proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise), in any press release or in any other written or oral disclosure to a Third Party, except as required by law to be included in the filings with the SEC in connection with the Tender Offer; provided, however, that for the avoidance of doubt, the Company shall be permitted to file a Form 10-K/A with the required information under law.

(ii) make any purchases of the Company’s securities, including, but not limited to, pursuant to any stock buyback plans, tender offers, open-market purchases, privately negotiated transactions or otherwise,

(iii) make or propose to make any amendments to the Company’s certificate of incorporation or bylaws, except for the bylaw amendments described in Exhibit A hereto;

(iv) adopt, renew, propose or otherwise enter into a shareholder rights plan with respect to the Company’s securities;

(v) adopt or propose any changes to the Company’s capital structure;

(vi) negotiate, enter into, propose or otherwise transact in any extraordinary transactions with respect to the Company (other than between the parties hereto), outside the ordinary course of business, including, but not limited to, any mergers, asset sales or asset purchases.

(c) If this Agreement terminates pursuant to clause (ii) of Section 10 or Section 10(a), the Company shall take all necessary actions to permit the Stockholders to make a timely nomination of directors to the Board and to submit timely proposals for other business for consideration at the 2017 annual meeting of stockholders of the Company until the date that is ten Business Days following the Termination Date or ten Business Days following notice by the Company of a material breach pursuant to Section 10(a), as applicable.

3. Mutual Non-Disparagement. No Party shall, and no Party shall permit any of its Representatives to, publicly disparage or publicly criticize, or make or issue or cause to be made or issued any public disclosure, announcement or statement (including, without limitation, the filing of any document or report or the making of any other disclosure with the SEC or any other governmental authority, unless required by law or legal process, or any disclosure to any journalist, member of the media or securities analyst) that might reasonably be expected to disparage, criticize or otherwise be construed to be derogatory, critical of, negative toward, or detrimental to, any Other Party or its subsidiaries, its or its subsidiaries’ business or any of its or its subsidiaries’ current or former directors, officers, or employees, including the business and current or former directors, officers and employees of such Other Party’s Affiliates, as applicable.

4. No Litigation.

(a) The Stockholders covenant and agree that they shall not, and shall not permit any of their Representatives to, alone or in concert with others, knowingly encourage or pursue, or assist any other person to threaten, initiate or pursue, any lawsuit, claim or proceeding before any court or governmental, administrative or regulatory body (collectively, “Legal Proceeding”) against the Other Parties or any of their respective Representatives except for any Legal Proceeding initiated solely to remedy a breach of or to enforce this Agreement; provided, however, that the foregoing shall not prevent the Stockholders or any of their Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (a “Legal Requirement”) in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of, the Stockholders or any of their Representatives; provided, further, that in the event that any of the Stockholders or any of their Representatives receives such Legal Requirement, the Stockholders shall give prompt written notice of such Legal Requirement to Other Parties.

(b) The Company covenants and agrees that it shall not, and shall not permit any of its Representatives to, alone or in concert with others, knowingly encourage or pursue, or assist any other person to threaten, initiate or pursue, any Legal Proceedings against the Other Parties or any of their respective Representatives, except for any Legal Proceeding initiated solely to remedy a breach of or to enforce this Agreement; provided, however, that the foregoing shall not prevent the Company or any of its respective Representatives from responding to a Legal Requirement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of, the Company or any of its respective Representatives; provided, further, that in the event the Company or any of its respective Representatives receives such Legal Requirement, the Company shall give prompt written notice of such Legal Requirement to the Other Parties.

5. Mutual Releases.

(a) Each of the Stockholders, on behalf of themselves and their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors, officers, and insurers (the “Stockholder Releasors”), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding against any of the Other Parties or their respective successors, predecessors, assigns, subsidiaries, principals, directors and officers (in their capacity as such), and insurers (the “Company Releasees”) from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Stockholder Releasors have, had, or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Stockholder Releasors may have for the breach or enforcement of any provision of this Agreement.

(b) The Company, on behalf of itself and its successors, predecessors, assigns, subsidiaries, principals, directors, officers, and insurers (the “Company Releasors”), hereby do remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Legal Proceeding against any of the Other Parties or their respective heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, subsidiaries, principals, directors and officers (in their capacity as such), and insurers (the “Stockholder Releasees”) from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, that all or any of the Company Releasors have, had, or may have against the Stockholder Releasees, or any of them, of any kind, nature or type whatsoever, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release any rights or duties under this Agreement or any claims or causes of action that the Company Releasors may have for the breach or enforcement of any provision of this Agreement.

(c) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against any Other Party.

(d) Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Section 5. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs that it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Section 5 are binding, unconditional and final as of the date hereof.

6. Press Release and SEC Filings.

(a) No later than one Business Day following the date of this Agreement, the Company shall announce the entry into this Agreement and the material terms hereof by means of a mutually agreed upon press release (the “Mutual Press Release”). Prior to the issuance of the Mutual Press Release, neither the Company nor the Stockholders shall issue any press release, public announcement or other public statement (including, without limitation, in any filing required under the Exchange Act) regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the Other Parties. No Party or any of its Representatives shall issue any press release, public announcement or other public statement (including, without limitation, in any filing required under the Exchange Act) concerning the subject matter of this Agreement inconsistent with the Mutual Press Release, except as required by law or applicable stock exchange listing rules or with the prior written consent of the Other Parties and otherwise in accordance with this Agreement.

(b) No later than two Business Days following the date of this Agreement, the Stockholders shall file with the SEC an amendment to their Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”). The Schedule 13D Amendment shall be consistent with the Mutual Press Release and the terms of this Agreement. The Stockholders shall provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives.

(c) No later than four Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement and the Mutual Press Release as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the Mutual Press Release and the terms of this Agreement. The Company shall provide the Stockholders and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Stockholders.

(d) No later than five Business Days following the receipt of any comments from the SEC with respect to the Tender Offer, the Company shall file with the SEC responses to the SEC comments.

7. Compliance with Securities Laws. Each of the Stockholders acknowledges that the U.S. securities laws generally prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

8. Affiliates and Associates. Each of the Parties shall cause their Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. A breach of this Agreement by an Affiliate or Associate of any Party, if such Affiliate or Associate is not a Party hereto, shall be deemed to occur if such Affiliate or Associate engages in conduct that would constitute a breach of this Agreement if such Affiliate or Associate was a Party hereto the same extent as such Party.

9. Representations and Warranties.

(a) Each Stockholder that is a natural person represents and warrants that he is sui juris and of full capacity. Each Stockholder represents and warrants that he, or if an entity, it, has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly executed and delivered by such Stockholder, constitutes a valid and binding obligation and agreement of such Stockholder and is enforceable against such Stockholder in accordance with its terms. The Stockholders represent and warrant that, as of the date of this Agreement, they beneficially own 4,005,701 shares of Common Stock free and clear of all liens and encumbrances, have voting authority over such shares, and own no Synthetic Equity Interests or any Short Interests in the Company. The Stockholders represent and warrant that they have not formed and are not members of any group with any other person and are not acting in concert with any other person.

(b) The Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, is enforceable against the Company in accordance with its terms and does not require the approval of the Company’s stockholders. The Company has, and will have at the closing of the Tender Offer, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the aggregate amounts contemplated by the Tender Offer and to perform its obligations under this Agreement.

(c) The Company is not, nor has it ever been, a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time during the applicable period specified in Code Section 897(c)(1)(A)(ii). The Company hereby acknowledges and agrees that the Tender Offer is not a “Rule 13e-3 transaction” as defined in Rule 13e-3 promulgated under the Exchange Act. As of their respective filing dates, the documents filed by the Company with the SEC since January 6, 2014 (as have been amended since the time of their filing, collectively, the “Company SEC Documents”) did not (or with respect to Company SEC Documents filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All of the audited financial statements and unaudited interim financial statements of the Company filed with or incorporated by reference in the Company SEC Documents, as amended, supplemented or restated, if applicable, including but not limited to the audited financial statements of the Company with respect to the fiscal year ended September 30, 2016 (collectively, the “Financial Statements”), (A) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company in all material respects, (B) have been prepared, in all material respects, in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present, in all material respects, the financial position and the results of operations and cash flows of the Company as of the times and for the periods referred to therein.

10. Termination. Each Party shall have the right to terminate this Agreement by giving written notice to the Other Parties (i) at any time after the close of business on the date that is the two-year anniversary of the signing of this Agreement or (ii) immediately if (A) the Tender Offer does not close on or prior to the Tender Offer Expiration Date, (B) the Company amends or supplements any term of the Tender Offer in a manner adverse to the Stockholders, (C) a Government Restraint is enacted, issued or entered (including as a result of a Legal Proceeding instituted by a Third Party), (D) a Government Action is instituted or (E) a material breach by Gary Stern or the Stockholders, as applicable, of that certain Securities Purchase Agreement, dated the date hereof, by and among Gary Stern and the Stockholders (the “Securities Purchase Agreement”) (the date of such termination, the “Termination Date”). Notwithstanding the foregoing:

(a) The obligations of the Stockholders pursuant to Section 1, Section 2, Section 3, Section 4, Section 5, Section 6(b), Section 8 and Section 15 shall terminate immediately in the event the Company materially breaches its obligations pursuant to Section 1, Section 2, Section 3, Section 4, Section 5, Section 6, Section 8 or Section 15 or the representations and warranties in Section 9(b) of this Agreement or the Stern Family materially breaches its obligations pursuant to Section 1(c), Section 2 or Section 8 of this Agreement; provided, however, that any termination in respect of a breach of Section 3 shall require a determination of a court of competent jurisdiction that the Company has materially breached Section 3.

(b) The obligations of the Company pursuant to Section 1, Section 2, Section 3, Section 4, Section 5, Section 6, Section 8 and Section 15, shall terminate immediately in the event the Stockholders materially breach their obligations in Section 1, Section 2, Section 3, Section 4, Section 5, Section 6, Section 8, Section 15 or the representations and warranties in Section 9(a); provided, however, that any termination in respect of a breach of Section 3 shall require a determination of a court of competent jurisdiction that any of the Stockholders has materially breached Section 3.

11. Expenses. Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby.

12. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending, if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; (c) one day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:

If to the Company, to:

Asta Funding, Inc.

Attention: Bruce R. Foster, Chief Financial Officer

210 Sylvan Avenue

Englewood Cliffs, New Jersey 07632

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

Vinson & Elkins LLP

666 Fifth Avenue, 26th Floor

New York, NY 10069

Attention: Kai Liekefett, Michael Swidler

Email: [email protected], [email protected]

Fax: (212-237-0100), (917) 849-5367

If to the Stockholders, to:

Mangrove Partners

645 Madison Avenue, 14th Floor

New York, NY 10022

Attention: Ward Dietrich

Email: [email protected]

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

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention: Steve Wolosky

Facsimile: (212) 451-2222

If to the Stern Family, to:

Gary Stern

c/o Asta Funding, Inc.

210 Sylvan Avenue

Englewood Cliffs, New Jersey 07632

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

Akerman LLP

666 Fifth Avenue, 20th Floor

New York, NY 10103

Attention: Wayne Wald, Palash Pandya

Email: [email protected], [email protected]

13. Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflict of laws principles which would refer a matter to the laws of another jurisdiction. The Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in any state or federal court located in the Borough of Manhattan in the State of New York. Each Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in such court has been brought in any inconvenient forum. Each Party consents to accept service of process in any such Legal Proceeding by service of a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 12. Nothing contained herein shall be deemed to affect the right of any Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. No Party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

14. Specific Performance. The Parties acknowledge and agree that irreparable injury to the Other Party would occur in the event that any provision of this Agreement were not performed in accordance with such provision’s specific terms or were otherwise breached or threatened to be breached, and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party (as applicable, the “Moving Party”) shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the Other Parties shall not take action in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted. This Section 14 shall not be the exclusive remedy for any violation of this Agreement.

15. Tax Indemnity. On an after-tax basis, the Company shall defend, indemnify and hold harmless the Stockholders, and their respective officers, managers, directors, equityholders, employees, agents and Affiliates, and the heirs, successors and assigns of each (collectively, the “Stockholder Indemnified Parties”) from and against any and all Taxes, interest, loss of tax attributes, claims, penalties and damages imposed under or otherwise relating from the application of Code Section 5881 (or any other similar provision of foreign, state or local law) with respect to this Agreement, the Securities Purchase Agreement or any other transaction relating to this Agreement or the Securities Purchase Agreement (including, but not limited to, any payment under this Section 15). Except as otherwise required by a final determination as defined in Section 1313 of the Code (or similar provision of foreign, state or local law), the Stockholders and the Company shall and shall cause their Affiliates to (a) file all Tax Returns consistent with the position that no payment or other consideration made under this Agreement, the Securities Purchase Agreement or any other transaction relating to this Agreement or the Securities Purchase Agreement constitutes “greenmail” as defined in Section 5881 of the Code or any similar provision of foreign, state or local Tax law (the “Intended Tax Position”) and (b) not take any position whether on any Tax Return or in any Tax audit, examination or other administrative or judicial proceeding (a “Tax Proceeding”) inconsistent with the Intended Tax Position. Further, (i) each Party shall promptly notify the Other Party in writing upon receipt of notice of any pending or threatened Tax claim, audit or assessment relating to the Intended Tax Position, and (ii) after consulting with the Stockholders in good faith, the Company shall have the right to direct, control and defend any Tax Proceeding relating to the Intended Tax Position. The Parties shall cooperate in good faith to minimize, to the extent permissible under applicable law, the amount of any such Tax imposed under Section 5881 of the Code (or any similar provision of foreign, state or local Tax law) and the amount of any payment required to be made by the Company pursuant to the first sentence of this Section 15. For the purposes of this Section 15, “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof; and “Taxes” shall mean any taxes, interest, penalties, assessments and other governmental charges in the nature of a tax imposed by any taxing authority.

16. Certain Definitions and Interpretations. As used in this Agreement: (a) the terms “Affiliate” and “Associate” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any person or entity referred to in this Agreement; provided, however, that, for purposes of this Agreement, the Stockholders shall not be an Affiliate or Associate of the Company and the Company shall not be an Affiliate or Associate of any of the Stockholders; (b) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (c) the terms “beneficial ownership,” “group,” “person,” “proxy” and “solicitation” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act; (d) the term “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (e) the term “Code” means the Internal Revenue Code of 1986, as amended; (f) the term “Other Party” means (i) with respect to the Company, the Stockholders; and (ii) with respect to the Stockholders, the Company; (g) the term “Representatives” means a person’s Affiliates and Associates and its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives; (h) the term “SEC” means the U.S. Securities and Exchange Commission; (i) the term “Short Interests” means any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in by such person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company’s equity securities by, manage the risk of share price changes for, or increase or decrease the voting power of, such person with respect to the shares of any class or series of the Company’s equity securities, or that provides the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company’s equity securities; (j) the term “Stockholder Meeting” means each annual or special meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, reschedulings or continuations thereof; (k) the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions engaged in by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Company’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Company’s equity securities, without regard to whether (i) the derivative, swap or other transactions convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions; and (l) the term “Third Party” refers to any person that is not a Party, a member of the Board, a director or officer of the Company, or legal counsel to any Party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) defined terms used in the singular include the plural and vice versa; and (v) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.

17. Miscellaneous.

(a) This Agreement contains the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

(b) This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

(c) This Agreement shall not be assignable by operation of law or otherwise by a Party without the consent of the Other Parties. Any purported assignment without such consent is void. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each Party.

(d) Neither the failure nor any delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

(e) If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

(f) Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed to in a writing signed by each Party; provided, however, that any amendment or modification adverse to the Stern Family shall also require the written consent of the Stern Family.

(g) This Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

(h) Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

(i) The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Parties and each member of the Stern Family has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

	ASTA FUNDING, INC.

	By:	/s/ Bruce R. Foster
	Name:	Bruce R. Foster
	Title:	Chief Financial Officer

Signature Page to Settlement Agreement

	THE MANGROVE PARTNERS MASTER FUND, LTD.

	By:	MANGROVE PARTNERS as Investment Manager

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	THE MANGROVE PARTNERS FUND, L.P.

	By:	MANGROVE CAPITAL as General Partner

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE PARTNERS FUND (CAYMAN), LTD.

	By:	MANGROVE PARTNERS as Investment Manager

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE PARTNERS


	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE CAPITAL


	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director



	/s/ Nathaniel August
	NATHANIEL AUGUST

Signature Page to Settlement Agreement

	Solely for purposes of Sections 1(c), 2 and 8 of this Agreement:


	ASTA GROUP, INC.


	By:	/s/ Gary Stern
	Name:	Gary Stern
	Title:	President

	GMS FAMILY INVESTORS, LLC


	By:	/s/ Ricky Stern
	Name:	Ricky Stern
	Title:	Manager


	/s/ Gary Stern
	GARY STERN


	/s/ Ricky Stern
	RICKY STERN


	/s/ Emily Stern
	EMILY STERN


	/s/ Arthur Stern
	ARTHUR STERN

Signature Page to Settlement Agreement

Exhibit A

Article III of the Company’s bylaws will be amended to add a new Section 11 as follows:

“Section 11. Independence of the Board.

(a)

At least one-half of the members of the Board (rounded up in the event that the number of directors is an odd number) shall be independent as defined by applicable law, regulation or listing standards.

(b)

The Board shall elect a lead independent director (the “Lead Independent Director”) from its members that are independent directors. The Lead Independent Director shall:

(i)

with the Chairman of the Board, establish the agenda for regular Board meetings;

(ii)

establish the agenda for and preside over meetings of the independent directors;

(iii)

preside over any portions of meetings of the Board at which the evaluation or compensation of the Chief Executive Officer is presented or discussed;

(iv)

preside over any portions of meetings of the Board at which the performance of the Board is presented or discussed and;

(v)

exercise other such powers and duties as the Board may, from time to time, determine in accordance with applicable law.

(c)

This Section 11 shall remain in effect until January 6, 2019 and shall cease to be in effect after such date.

(d)

This Section 11 shall terminate if the Company ceases to be a publicly-traded company or a reporting company subject to Section 13 or Section 15(d) of the Exchange Act.”

Exhibit 99.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2017, by and among The Mangrove Partners Master Fund, Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August (collectively, the “Sellers”) and Gary Stern (the “Purchaser”) (each of the Sellers and the Purchaser, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, pursuant to the Settlement Agreement (the “Settlement Agreement”), dated January 6, 2017, by and among the Sellers and Asta Funding, Inc., a Delaware corporation (the “Company”), the Company shall commence a “Tender Offer” within the meaning of, and as defined in, the Settlement Agreement (the “Tender Offer”);

WHEREAS, the Purchaser desires to purchase from the Sellers any and all shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) owned beneficially or of record by the Sellers following and subject to the consummation of the Tender Offer (the “Seller Shares”);

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SELLER SHARES

Section 1.1 Purchase. Subject to the terms and conditions of this Agreement and the consummation of the Tender Offer, the Sellers hereby unconditionally sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser hereby unconditionally purchases, acquires and accepts from the Sellers, free and clear of any and all Liens (as defined herein) other than Permitted Liens (as defined herein) the Seller Shares for $10.35 per share, such sale, assignment, transfer, conveyance and delivery to be effective eleven business days following the closing of the Tender Offer (the “Effective Time”).

Section 1.2 Deliverables. At the Effective Time:

(a) the Sellers will deliver to the Purchaser all of the Sellers’ right, title and interest in and to the Seller Shares (i) by delivery of one or more certificates evidencing the Seller Shares, endorsed to the Purchaser or accompanied by duly executed stock powers or other instrument of assignment and/or (ii) to the extent any Seller Shares are delivered through the facilities of The Depository Trust Company that are credited to or otherwise held in a securities account maintained by the Seller, by taking such actions as are necessary to cause the relevant financial institution or other entity with which the Sellers’ account is maintained to effect the legally valid transfer of the Seller Shares from the Sellers’ account to the account designated by the Purchaser for the receipt of the Seller Shares so transferred;

(b) the Purchaser will pay to the Sellers, as aggregate consideration for the Seller Shares, in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Sellers to the Purchaser, an amount equal to the (i) number of Seller Shares, multiplied by (ii) $10.35.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 2.1 Representations and Warranties of the Sellers.

The Sellers hereby jointly and severally represent and warrant to the Purchaser, as of the date hereof, as follows:

(a) Each of the Sellers that is not a natural person is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and each of the Sellers has the power, authority and capacity to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby (i) do not require the Sellers to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) make any filing with any Governmental Authority (as defined below); and (ii) except as would not have a material adverse effect on the ability of each Seller to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of each Seller to perform its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a “Governmental Authority”) applicable to each Seller or (B) the terms of any agreements binding upon each Seller.

(c) This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. Each Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

(d) The Sellers together are the sole owner of the Seller Shares. No person or entity has any beneficial ownership of the Seller Shares other than the Sellers. Each Seller has good and valid title to the Seller Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, “Liens”) other than Liens existing under applicable securities laws (collectively, “Permitted Liens”), and each Seller has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Seller Shares or its ownership rights in such Seller Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Seller Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of the Seller Shares, other than as contemplated by this Agreement and the Settlement Agreement. The delivery of the Seller Shares to the Purchaser pursuant to this Agreement will transfer and convey good, valid and marketable title thereto to the Purchaser, free and clear of all Liens other than Permitted Liens.

(e) Without limiting the representations and warranties of the Purchaser in Article III, each Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Sellers have consulted with their own advisors and have relied solely upon their own investigation and analysis, without relying upon the Purchaser except to the extent specified in this Agreement.

(f) Each Seller acknowledges and confirms that it is aware that the Purchaser is not making any representation or warranty to the Sellers whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Purchaser, or with respect to the value of the Seller Shares. Each Seller acknowledges and confirms that it is aware that the closing sale price of the shares of common stock of the Company (the “Stock Price”) has fluctuated since the Sellers acquired the Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price.

(g) Other than the Seller Shares, none of the Sellers nor any of their affiliates will beneficially own any shares of capital stock of the Purchaser at the Effective Time.

(h) Each Seller is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws.

(i) Except for the representations and warranties contained in this Agreement, none of the Sellers nor any other person on behalf of any of the Sellers makes any other express or implied representation or warranty with respect to any of the Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 3.1 Representations and Warranties of the Purchaser.

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof, as follows:

(a) The Purchaser has the power, authority and capacity to execute and deliver this Agreement, to perform the Purchaser’s obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby (i) do not require the Purchaser to obtain any consent, approval, authorization, order, registration or qualification of or make any filing with any Governmental Authority (except for filings pursuant to Section 13(d) or Section 16 of the Exchange Act); and (ii) except as would not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement on the terms set forth herein, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to the Purchaser or (B) the terms of any agreements binding upon the Purchaser.

(c) The Purchaser is an accredited investor under the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has, and will have at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the aggregate amounts contemplated by this Agreement and to perform its obligations under this Agreement. The Purchaser hereby acknowledges that the offering and sale of the Seller Shares pursuant to this Agreement is intended to be exempt from registration under the Securities Act and that such Purchaser will not sell or otherwise transfer the Seller Shares without registration under the Securities Act or under the securities laws of any state or an exemption therefrom.

(d) Without limiting the representations and warranties of the Sellers in Article II, the Purchaser has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Purchaser has consulted with its own advisors and has relied solely upon its own investigation and analysis, without relying upon the Purchaser except to the extent specified in this Agreement.

(e) The Purchaser is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws.

(f) This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity.

(g) Except for the representations and warranties contained in this Agreement, neither the Purchaser nor any other person on behalf of the Purchaser makes any other express or implied representation or warranty with respect to the Purchaser or with respect to any other information provided by or on behalf of the Purchaser.

ARTICLE IV

COVENANTS AND RELEASE

Section 4.1 Mutual Non-Disparagement. Subject to applicable law, during the period beginning on the date hereof and ending on the second (2nd) anniversary of the date hereof (the “Restricted Period”), none of the Parties nor Asta Group, Inc., GMS Family Investors, LLC, Ricky Stern, Emily Stern and Arthur Stern (collectively, with Gary Stern, the “Stern Family”) shall, and each of the Parties and the Stern Family shall cause its affiliates (and shall use commercially reasonable efforts to cause its associates) not to, directly or indirectly make or issue or cause to be made or issued any public disclosure, announcement or statement (including, without limitation, the filing of any document or report or the making of any other disclosure with the Securities and Exchange Commission or any other governmental authority, unless required by law or legal process, or any disclosure to any journalist, member of the media or securities analyst) concerning any other Party (including, without limitation, the business, reputation, products or services of such other Party) or any of its affiliates, or any of its past or then-current directors, officers, employees, agents or representatives (collectively, “Representatives”) (or in the case of the Purchaser, the Stern Family), that disparages or criticizes, or might reasonably be expected to disparage, criticize or otherwise be construed to be derogatory, critical of, negative toward, or detrimental to, such other Party (or the business, reputation, products or services of such other Party), its affiliates or Representatives (or in the case of the Purchaser, the Stern Family).

Section 4.2 No Litigation. Subject to applicable law, during the Restricted Period, each Party covenants and agrees that it shall not, and shall not permit any of its Representatives and the Stern Family to, directly or indirectly, alone or in concert with others, encourage, pursue, or assist any other person to threaten, initiate or pursue, any lawsuit, claim or proceeding before any court or governmental, administrative or regulatory body (collectively and individually, a “Legal Proceeding”) against any other Party or any of its Representatives, except for any Legal Proceeding (i) initiated solely to remedy a breach of or to enforce this Agreement or (ii) between Parties affiliated with the Sellers; provided, however, that the foregoing shall not prevent any Party or any of their Representatives from responding to any oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes in connection with any Legal Proceeding (a “Legal Requirement”) if such Legal Proceeding has not been initiated by, or on behalf of, or at the suggestion of, the recipient Party or any of its Representatives (it being understood that if such recipient Party is affiliated with the Sellers, such Legal Proceeding must not have been initiated by, or on behalf of, or at the suggestion of, any other Party affiliated with the Sellers); provided, further, that in the event a Party or any of its Representatives receives such Legal Requirement, such Party shall give prompt written notice of such Legal Requirement to the other Party, if legally permitted.

Section 4.3 Mutual Release.

(a) Effective as of the date hereof, each Party, on behalf of itself, himself and its and his affiliates, including the Stern Family, successors, predecessors, assigns, heirs, estates, trustees and beneficiaries and, to the extent acting in a representative capacity of any such person, such person’s creditors, representatives, agents and attorneys (as applicable, collectively, the “Releasing Parties”), hereby fully and finally remises, releases, acquits and forever discharges, and covenants not to sue or take any steps to pursue or further any Legal Proceeding against, each other Party, its affiliates, successors, predecessors, assigns, subsidiaries (and in the case of the Purchaser, any member of the Stern Family) and each of its past or current directors, officers, principals, employees, agents or representatives (as applicable, collectively, the “Released Parties”), from and in respect of any and all actions, claims and causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, claims, counterclaims, demands, liabilities, obligations, damages, costs, expenses, compensation and other relief of every kind and nature whatsoever, at law or in equity, whether based on any federal, state or foreign law or right of action, whether known or unknown, whether foreseen or unforeseen, whether matured or unmatured, in each case, which such Releasing Parties, or any of them, had, has or may have directly arising out of, connected with or related to this Agreement (“Claims”); provided, however, that nothing in this Section 4.2 shall be construed to release, acquit or discharge any Claims or rights that any of the Releasing Parties had, have or may have pursuant to this Agreement (the “Release”). If any Claim is not subject to the Release, to the extent permitted by law, each Party waives, and will cause the applicable Releasing Parties to waive, any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any other Party or any of the other applicable Released Parties is a party.

(b) Each Party agrees that it will not, and will cause the applicable Releasing Parties not to, institute any litigation, lawsuit, claim or action against any applicable Released Party with respect to any and all Claims released in this Agreement. Each Party hereby represents and warrants that it has access to adequate information regarding the terms of the Release, the scope and effect of the releases set forth herein and all other matters encompassed by the Release to make an informed and knowledgeable decision with regard to entering into the Release and has not relied on the applicable Released Parties in deciding to enter into the Release and has instead made its own independent analysis and decision to enter into the Release.

(c) Each Party acknowledges that the consideration payable pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release and this Agreement. Each Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the Release as set forth in this Section 4.3. Without limiting the generality of the foregoing, each Party acknowledges that there is a risk that the damages and costs which it believes it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Facts on which each Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each Party acknowledges that in entering into this Agreement, it has expressed that it agrees to accept the risk of any such possible unknown damages, claims, facts, demands, actions, and causes of action. Each Party acknowledges and agrees that the releases and covenants provided for in this Article IV are binding, unconditional and final as of the date hereof.

(d) Each Party represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. Each of the Parties represents and warrants that neither it nor any assignee has filed any lawsuit against the other Party.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Termination. This Agreement shall terminate upon the termination of the Settlement Agreement or any termination of any provision of the Settlement Agreement pursuant to Sections 10, 10(a) and 10(b) of the Settlement Agreement; provided, however, this Agreement shall not terminate if the Tender Offer closes. This Agreement may be terminated by written consent of all Parties. If this Agreement is terminated in accordance with this Section 5.1, this Agreement shall be of no further force and effect, without any liability on the part of any Party, except for Sections 5.2 through 5.7 and Sections 5.9 through 5.12, which shall survive the termination of this Agreement. Nothing herein shall relieve any Party of liability for a breach of any representation, warranty, agreement, covenant or other provision of this Agreement prior to the date of termination.

Section 5.2 Entire Agreement. This Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby embody the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior written and contemporaneous oral agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including any term sheets, emails or draft documents.

Section 5.3 Assignment; Binding Agreement. No Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns; provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder, in whole or in part, without prior written consent of the other Parties to GMS Family Investors, LLC, The Ricky Stern 2012 GST Trust, The Emily Stern 2012 GST Trust, The Ricky Stern Family 2012 Trust and/or The Emily Stern Family 2012 Trust; provided, further, that such assignment shall not relieve the Purchaser of any obligations under this Agreement.

Section 5.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or other electronic means shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

Section 5.5 Governing Law; Trial by Jury. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws of such state which refer a matter to the laws of another jurisdiction. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby.

Section 5.6 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement with respect thereto.

Section 5.7 Amendment; Waiver. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged, in whole or in part, except by a writing executed by all Parties.

Section 5.8 Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

Section 5.9 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the court making such holding is expressly authorized to modify such invalid, illegal or unenforceable provision in lieu of severing such provision from this Agreement in its entirety, whether by rewriting such provision, deleting any or all of such provision, adding additional language to this Agreement or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law. Should any provision of this Agreement be held by a court of competent jurisdiction to be valid, legal or enforceable only if modified, or if any portion of this Agreement shall be held as invalid, illegal or unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

Section 5.10 Construction. The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any term shall include the corresponding masculine, feminine and neuter forms. The word “including” shall be deemed to be followed by the phrase “without limitation”. All references to “$” are to the lawful currency of the United States of America. The words “this Agreement”, “hereof”, “hereunder”, “herein”, “hereby” or words of similar import shall refer to this Agreement as a whole and not to a particular section, subsection, clause or other subdivision of this Agreement, unless the context otherwise requires.

Section 5.11 Specific Performance. The Parties acknowledge and agree that a Party could not be made whole by monetary damages in the event that any of the provisions of this Agreement are not performed by the other Party in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in any such event, the Parties shall be entitled to seek an injunction or injunctions to specifically enforce the terms and provisions hereof in an action instituted in any court of the State of New York having subject matter jurisdiction in respect thereof, and the Parties further hereby agree to waive any requirement for the securing or posting of a bond in connection with the obtaining of such injunctive or other equitable relief.

Section 5.12 Survival. The representations and warranties contained in this Agreement shall survive without expiration.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.



	/s/ Gary Stern
	GARY STERN

	THE MANGROVE PARTNERS MASTER FUND, LTD.

	By:	MANGROVE PARTNERS as Investment Manager

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	THE MANGROVE PARTNERS FUND, L.P.

	By:	MANGROVE CAPITAL as General Partner

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE PARTNERS FUND (CAYMAN), LTD.

	By:	MANGROVE PARTNERS as Investment Manager

	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE PARTNERS


	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	MANGROVE CAPITAL


	By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director



	/s/ Nathaniel August
	NATHANIEL AUGUST

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Form SC 13D/A ASTA FUNDING INC Filed by: Mangrove Partners Master Fund, Ltd.

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