▸ Amplex is subject to various federal, state and local laws and regulations.· · · · · ● 1 ▸ Amplex operates in a highly competitive market, often against companies with significantly greater resources, and its inability to compete effectively could harm its business and reduce its market share.· · · · · ● 1 ▸ Cybersecurity threats and IT system disruptions could significantly impact our business, financial condition, and operations.· · · · · ● 1 ▸ group Loss of customer trust and brand reputation; and/or· · · · · ● 1 ▸ Operating as a U.S. public company exposes us to increased costs and regulatory burdens.· · · · · ● 1 ▸ group Our current and projected earnings and shareholder distributions, and;· · · · · ● 1 ▸ Substantial costs to investigate, remediate, and enhance cybersecurity infrastructure.· · · · · ● 1 ▸ The market value of our securities.· · · · · ● 1 ▸ We may incur additional debt financing, which could impose restrictive covenants and materially affect our financial condition.· · · · · ● 1 ▸ We may incur losses due to asset impairment charges related to goodwill and other intangible assets.· · · · · ● 1 ▸ We may seek to raise additional equity capital through public or private offerings, which could significantly dilute your investment.· · · · · ● 1 ▸ We rely significantly on our executive leadership, and the loss or limited availability of key personnel could negatively impact our business.· · · · · ● 1 ▸ Weak economic conditions may have a negative impact on Amplex.· · · · · ● 1 ▸ group Risks Related to Our Business and Industry· ● ● ● ● ● 5 ▸ group Risks Related to Privacy and Cybersecurity· ● ● ● ● ● 5 ▸ group Risks Related to our Common Stock· ● ● ● ● ● 5 ▸ Epidemics, pandemics, and other outbreaks (including the coronavirus (COVID-19) pandemic) can disrupt the Company’s operations and adversely affect its business, financial condition, results of operations, and cash flows.· · · · ● · 1 ▸ Our common shares may be delisted from the NASDAQ Global Select Market, which could adversely affect the price of such common shares and your ability to sell or purchase shares.· · · · ● · 1 ▸ Our success has dependent on our ability to forecast the performance of our Contracts and remaining Direct Loans.· · · · ● · 1 ▸ group Risks Relating to the Loan Portfolio Sale· · · · ● · 1 ▸ The net proceeds of the closing of the Loan Portfolio Sale may not be used successfully to fully implement our proposed restructuring plan.· · · · ● · 1 ▸ We are heavily reliant upon our executive management team.· · · · ● · 1 ▸ We face intense competition, including competition from companies with significantly greater resources than us, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed.· · · · ● · 1 ▸ We may be deemed to be a shell company as a result of the Loan Portfolio Sale or otherwise, which could adversely affect your ability to sell your shares of Company stock.· · · · ● · 1 ▸ We may not be able to use our net operating loss carryforwards as a result of the Loan Portfolio Sale or otherwise, which could adversely affect our restructuring plan.· · · · ● · 1 ▸ Our use of vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.· · · ● ● · 2 ▸ We are particularly vulnerable to the effects of these practices because of our focus on providing financing with respect to used vehicles.· · · ● · · 1 ▸ We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to secure online transmission of confidential customer information. Advances in computer· · · ● ● · 2 ▸ Increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations (because our borrowings would be at variable rates of interest); and· · ● ● ● · 3 rw ▸ Make it more difficult for us to satisfy our obligations with respect to our outstanding notes and other indebtedness, resulting in possible defaults on and acceleration of such indebtedness;· · ● ● ● · 3 ▸ Place us at a competitive disadvantage compared to our competitors with proportionately less debt or comparable debt at more favorable interest rates which, as a result, may be better positioned to withstand economic downturns.· · ● ● ● · 3 ▸ Our consolidated net income for the year ended March 31, 2021 was $8.4 million as compared to net income of $3.5 million for the year ended March 31, 2020. Our profitability depends, to a material extent, on the performance of· ● · · · · 1 ▸ Our level of indebtedness could adversely affect our financial health, ability to obtain financing in the future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness.· ● ● ● ● · 4 rw ▸ Our success has been dependent on our ability to forecast the performance of our remaining Contracts and remaining Direct Loans.· ● ● ● ● · 4 rw ▸ group Risks Related to COVID-19· ● ● ● ● · 4 ▸ group Risks Related to Regulation· ● ● ● ● · 4 ▸ Some provisions of our Articles may deter third parties from acquiring us and diminish the value of our common stock.· ● · · · · 1 ▸ The Credit Facility loan documents contain customary events of default and negative covenants, including but not· ● · · · · 1 ▸ The auction proceeds we receive from the sale of repossessed vehicles and other recoveries are subject to· ● · · · · 1 ▸ The outbreak of the global pandemic of COVID-19 and resultant economic effects of preventative measures taken· ● · · · · 1 ▸ We are a “smaller reporting company” as defined in SEC regulations, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.· ● ● ● ● · 4 ▸ We currently do not have any analysts covering our stock which could negatively impact both the stock price and trading volume of our stock.· ● ● ● ● · 4 ▸ We partially rely on third parties to deliver services, and failure by those parties to provide these services or· ● · · · · 1 ▸ An increase in market interest rates may reduce our profitability.● ● ● ● · · 4 ▸ Any of the foregoing impacts of our level of indebtedness then in effect could have a material adverse effect on us.● ● ● ● ● · 5 rw ▸ Changes in U.S. federal, state and local tax law or interpretations of existing tax law could increase our tax burden or otherwise adversely affect our financial condition or results of operations.● · · · · · 1 ▸ ECOA compliance; unfair, deceptive or abusive acts or practices (“UDAAP”) compliance; and the adequacy of our compliance management systems.● · · · · · 1 ▸ Failure to properly safeguard confidential customer information could subject us to liability, decrease our profitability, and damage our reputation.● ● ● ● ● · 5 ▸ For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”● · · · · · 1 ▸ Natural disasters, acts of war, terrorist attacks and threats, or the escalation of military activity in response to these attacks or otherwise may negatively affect our business, financial condition, and results of operations.● ● ● ● ● · 5 ▸ Other than limited representations and warranties made by dealers in favor of the Company, Contracts are purchased from the dealers without recourse, and we are therefore only able to look to the borrowers for repayment.● ● ● ● ● · 5 ▸ Our Credit Facility is subject to certain defaults and negative covenants.● ● ● ● · · 4 ▸ Our business depends on our continued access to bank financing on acceptable terms.● ● ● ● · · 4 ▸ Our business is highly dependent upon general economic conditions.● ● ● ● ● · 5 ▸ Our failure or inability to execute any element of our business strategy could have a material adverse effect on our business and financial condition.● · · · · · 1 ▸ Our future growth and development are significantly dependent upon the skills and experience of our senior management team and our ability to retain that team.● · · · · · 1 ▸ Our stock is thinly traded, which may limit your ability to resell your shares.● ● ● ● ● · 5 ▸ Our success depends upon our ability to implement our business strategy.● · · · · · 1 ▸ The CFPB has broad authority to pursue administrative proceedings and litigation for violations of federal consumer financing laws.● ● ● ● ● · 5 ▸ The auction proceeds received from the sale of repossessed vehicles and other recoveries are subject to fluctuation due to economic and other factors beyond our control.● · ● ● ● · 4 rw ▸ The following factors, as well as other factors not set forth below, may adversely affect the business, operations, financial condition or results of operations of the Company (sometimes referred to in this section as “we” “us” or “our”).● ● ● ● ● · 5 ▸ The loss of our key executives could have a material adverse effect on our business.● · · · · · 1 ▸ The outbreak of the global pandemic of COVID-19 and resultant economic effects of preventative measures taken across the United States and worldwide have been weighing on the macroeconomic environment, negatively● · · · · · 1 ▸ The success of our business depends upon our ability to retain and attract a sufficient number of qualified employees.● ● ● ● ● · 5 rw ▸ Uncertainty about the continuing availability of LIBOR may adversely affect our business.● · · · · · 1 ▸ We are subject to many other laws and governmental regulations, and any material violations of or changes in these laws or regulations could have a material adverse effect on our financial condition and business operations.● ● ● ● ● · 5 ▸ We depend upon our relationships with our dealers.● ● ● ● · · 4 ▸ We do not yet know the full extent of the impacts on our business, our operations or the economy as a whole.● · · · · · 1 ▸ We have operated in an increasingly competitive market.● ● ● ● ● · 5 rw ▸ We may experience problems with integrated computer systems or be unable to keep pace with developments in technology or conversion to new integrated computer systems.● ● ● ● · · 4 ▸ We partially rely on third parties to deliver services, and failure by those parties to provide these services or meet contractual requirements could have a material adverse effect on our business, financial condition and results of operations.● · ● ● ● · 4 
