has issued

Series A Preferred Stock

to



MBS is an Internet-based
provider of integrated
payroll and benefit services.

The undersigned acted as financial advisor to MyBenefitSource in this Transaction

MyBenefitSource

Description

MyBenefitSource is a web-based provider of integrated payroll, benefit brokerage, enrollment, and related benefit administrative services.

Situation

MyBenefitSource had previously raised over $8.0 million from Aegon, one of the largest insurance companies in the world, as well as multiple angel investors, to build out its technology platform. The Company needed capital to fund its sales and marketing efforts. Croft & Bender was hired to draft the offering memorandum, market the Company to interested parties and to analyze, structure and negotiate a transaction that would raise the necessary capital.

Result

Croft & Bender successfully raised capital for the Company from a strategic investor, H&R Block. The angel investors were bought out at a valuation representing eight times their initial investment and the Company received capital from a partner that will significantly enhance its growth.