AccountNow, Inc. signed a letter of intent to acquire substantially all assets of nFinanSe Inc. (OTCPK:NFSE) on November 6, 2012. Holders of nFinanSe Inc. Series F convertible preferred stock will participate in any consideration from the transaction. No proceeds are expected for holders of any other series of nFinanSe's convertible preferred stock or common stock. The transaction is subject to the satisfactory completion of due diligence, preparation and approval of definitive documents, approval from First California Bank and certain other customary closing conditions. The transaction is expected to close in phases. The initial phase is expected to be on November 30, 2012.

AccountNow, Inc. acquired the operations of nFinanSe Inc on November 30, 2012, as its first phase of closing. At the first closing, $1 million was paid primarily to satisfy certain liabilities of nFinanSe. Money transmission activities will remain with nFinanSe Payments Inc. until receipt of required regulatory approvals after which AccountNow will acquire the nFinanSe Network. Post the first phase of closing, assets of nFinanSe will consist solely of the stock of nFinanSe Payments Inc., a wholly-owned subsidiary of nFinanSe Inc. As part of the transaction, AccountNow has an option to acquire the stock of nFinanSe Payments for a nominal payment at a second closing phase upon certain states granting approval for a change of control of its money transmitter licenses. Additional payments may be received by nFinanSe based on the amount of net revenues received by AccountNow as a result of its continued operation of the former nFinanSe operations.

AccountNow can terminate these payments any time after the first anniversary of the second closing by making a lump sum formula-based payment of no less than $3 million. Further, in the event of a change of control of AccountNow before it has exercised its option to terminate the revenue sharing payments mentioned above, nFinanSe shall be entitled to a pro-rata portion of the net sale proceeds of such change in control. After the second closing, nFinanSe Inc. will have no assets.