Case: 3:12-cv-00095-TSB Doc #: 147-1 Filed: 11/08/13 Page: 1 of 3 PAGEID #: 7547

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION UNITED STATES OF AMERICA Plaind ff, Judge Timothy S. Black vs. FESUM OGBAZION,et al. Defendants. AFFIDAVIT OF TODD BRYANT Case Number: 3:12-CV-95

Now comes Todd Bryant, having been duly sworn and cautioned in accordance with law, hereby deposes and states that the following is -true, to the best of his personal knowledge: 1. I make the statements in this affidavit upon my own personal knowledge, am of requisite age and capacity to testify as to all matters herein stated, am under no legal disability which would preclude -me from testifying and,if called upon to do so, would testify as set forth in this affidavit. 2. I am the General Counsel of the Defendants, ITS Financial, LI,C, ICA Financial, 1.1.,C, and Tax Tree, LLC. I have held that position since October 2010. 3. ITS Financial, currently has 24 employees, all of whom will lose their current jobs if the company is forced to shut down. If the appeal is successful, it is unlikely that these individuals would be available or willing to be re-hired to work for the company again. 4. The retail tax preparation business is seasonal in nature, and has a very small time frame, taking place largely between January and March (with business slowing significantly by March/April). Approximately 90% of a retail tax preparation company's annual income is earned during this 8-10 week window. 5. If ITS Financial is not able to operate for even one tax season, having lost its employees, annual revenue, and franchise relationships, the company would not survive.

EXHIBIT

Case: 3:12-cv-00095-TSB Doc #: 147-1 Filed: 11/08/13 Page: 2 of 3 PAGEID #: 7548

Accordingly, even if an appeal were successful, the company would no longer have any viability and would have effectively lost its ability to operate by that point. 6. To date, ITS Financial, 1,I,C and Tax Tree, LLC have incurred operating expenses of approximately $3,200,000 since April 1, 2013 preparing for the upcoming tax season that starts in January 2014. This has included: the purchase and customization of software and other electronic infrastructure; holding a franchisee convention to present the proposed marketing, compliance, operations, and business plans for the upcoming year; labor to meet with vendors and other third parties to plan and negotiate relationships for the upcoming season, and other general operations. 7. ITS Financial, LLC started preparing for the upcoming season before the Court issued its Decision, because it would not be feasible to wait, as it would not allow enough time to prepare if the company waited too late into the year. 8. 10 to 12 new licensees entered into business relationships with the company, and have invested their funds in preparing to ~~~~~~stores, including the signing of leases for commercial space, in reliance on being able to operate in the upcoming season as Instant Tax Service tax preparers. 9. If ITS Financia1,1,1C shuts down, approximately 150 tax preparers (former franchisees) would .potentially operate without any guidance, direction, or oversight .from ITS corporate. 10. Tax Tree is currently still receiving tax refunds from the IRS from last season (JanuaryApril 2013) on an almost daily basis. Federal laws and regulations require Tax Tree to disburse these funds to its clients within 3 days of receiving said refunds. 11. In addition, the Injunction as it is currently written creates confusion for the Defendants as to what they are able. to do in terms of winding down the business. Defendants are unsure as to whether they can continue to pursue litigation of claims that arose prior to the Injunction, or whether they can continue to collect receivables and pay debts that accrued prior to .the injunction.

FURTHER AFFIANT SAYETH NAUGHT

Dated:

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Case: 3:12-cv-00095-TSB Doc #: 147-1 Filed: 11/08/13 Page: 3 of 3 PAGEID #: 7549

STATE OF OHIO ) SS: COUNTY OF GREENE Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Todd Bryant, who, being duly sworn on his oath, stated that the facts set forth in the foregoing affidavit are true. Witness my hand and Notary Seal this day of November, 2013.

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