Exhibit 10.1

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, t hey 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, 26 ^th Floor

New York, NY 10069

Attention: Kai Liekefett, Michael Swidler

Email: kliefefett@velaw.com , mswidler@velaw.com

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

If to the Stockholders, to:

Mangrove Partners

645 Madison Avenue, 14 ^th Floor

New York, NY 10022

Attention: Ward Dietrich

Email: WDietrich@MangrovePartners.com

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

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.

	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

	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

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.”

19

Exhibit 10.2

VOTING AGREEMENT

This VOTING AGREEMENT (this “ Agreement ”) is made and entered into as of January 6, 2017 by and between Asta Funding, Inc., a Delaware corporation (the “ Company ”), and the undersigned stockholders of the Company, set forth on Schedule A hereto (each a “ Stockholder ” and, collectively, the “ Stockholders ”).

WITNESSETH:

WHEREAS, in contemplation of the Settlement Agreement (the “ Settlement Agreement ”) entered into at the time of the of the signing of this Agreement, by and among the Company 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, “ Mangrove ”), the Company is offering to purchase in a tender offer no less than 5,314,009 shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”) held by stockholders (the “ Repurchases ”) other than the Stockholders;

WHEREAS, in connection with the Settlement Agreement and the Repurchases, and pursuant to the Securities Purchase Agreement entered into at the time of the signing of this Agreement, by and among Gary Stern and Mangrove, Gary Stern shall purchase for $10.35 per share any and all shares of Common Stock held by Mangrove owned beneficially or of record by Mangrove eleven business days following the expiration of the Tender Offer (the “ Stub Purchase ”);

WHEREAS, as of the date hereof each Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) of the number of shares of Common Stock set forth opposite the name of such Stockholder on Schedule A hereto;

WHEREAS, the Special Committee (the “ Special Committee ”) of the Board of Directors of the Company (the “ Board ”) is aware of the potential impact of the Repurchases and the Stub Purchase on the voting ownership percentages of the Stockholders;

WHEREAS, the Special Committee has determined that it is desirable and in the best interests of the Company and its stockholders to effect the Repurchases and the Stub Purchase; and

WHEREAS, the parties hereto desire to set forth certain rights and obligations of the Stockholders in connection with the Repurchases and the Stub Purchase as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below intending to be legally bound, the parties hereto agree as follows:

1.      Certain Definitions . For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

“ Affiliate ” shall mean with respect to any Person, any other Person that directly or indirectly, including through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, the term “controls” (including the terms “controlled by” and “under common control with”) means possession, directly or indirectly, including through one or more intermediaries, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, “Affiliate” shall include any fund managed or advised by such Person or an Affiliate of such Person.

“ Applicable Law ” shall mean with respect to any Person, any supranational, national, federal, state, provincial, local or other law, constitution, treaty, convention, statute, ordinance, code, rule, regulation or common law or other similar requirement enacted, adopted, promulgated or applied by any Governmental Authority, in each such case that is binding on or applicable to such Person, or its subsidiaries or its or their respective properties, assets or businesses.

“ Business Day ” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

“ Common Shares ” shall mean, with respect to any Stockholder, all shares of Common Stock beneficially owned by such Stockholder as of the date hereof and as may be acquired during the period from the date of this Agreement through the Expiration Date.

“ DGCL ” shall mean the General Corporation Law of the State of Delaware, as the same may be amended from time to time.

“ Expiration Date ” shall mean the date that is the two-year anniversary of the signing of this Agreement.

“ Governmental Authority ” shall mean any supranational, national, federal, state, provincial, local or other government, department, authority, court, tribunal, commission, regulatory body or self-regulatory body (including any securities exchange), or any political or other subdivision, department, agency or branch of any of the foregoing.

“ Organizational Documents ” shall mean, with respect to any Person that is not a natural person, the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, certificate of formation, regulations, operating agreement, partnership agreement, certificate of limited partnership, trust agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto or restatements thereof.

“ Person ” shall mean any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Authority (or any department, agency, or political subdivision thereof).

“ Proceeding ” shall mean any suit (whether civil, criminal, administrative, judicial or investigative), claim, action, litigation, arbitration, mediation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, criminal prosecution, investigation, in each case commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any other Person (irrespective of whether it is a Governmental Authority) or any mediator, arbitrator or arbitration panel.

“ Threshold Percentage ” shall mean forty-nine percent (49%).

2.      Share Voting Cap; Irrevocable Proxy . Subject to and conditioned upon the consummation of the Repurchases and the Stub Purchase of no less than 5,314,009 shares of Common Stock at a price of $10.35 per share, the parties hereto agree as follows for a period commencing upon the date of the consummation of the Repurchases and the Stub Purchase and ending on the date of termination of this Agreement pursuant to Section 7 hereof:

(a)     At every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company in lieu of such a meeting pursuant to Section 228 of the DGCL and Article II, Section 8 of the by-laws of the Company as amended to date (the “ By-Laws ”), the Stockholders (in their capacity as stockholders of the Company) shall have the right to vote all Common Shares held by the Stockholders collectively constituting no more than the Threshold Percentage of the total number of shares of Common Stock issued and outstanding as of the record date for voting on the matters presented at such meeting or taking action by written consent (the “ Share Voting Cap ”). For purposes of clarity, the Share Voting Cap shall be determined, from time to time, by reference to the total number of shares of Common Stock issued and outstanding as of the relevant record date (rather than as of the date hereof), and thus will take into account any issuances of shares of Common Stock and Common Stock issuable upon conversion or exercise of securities of the Company (to the extent such securities vote together with the Common Stock of the Company on any matters to be voted on by the Stockholders of the Company), through the exercise of stock options or otherwise, and the issuance of securities convertible into, or exchangeable for, shares of Common Stock, after the date hereof and prior to any such relevant record date.

(b)     Common Shares held or otherwise beneficially owned by Stockholders in excess of the Share Voting Cap (“ Excess Shares ”) shall be voted at every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company in lieu of such a meeting pursuant to Section 228 of the DGCL, in a manner proportionate to the votes of all of the shares of Common Stock other than Common Shares which voted at such meeting or on such action or written consent.

(c)     In furtherance of the agreements herein and concurrently with the execution of this Agreement, each Stockholder shall deliver to the Company a proxy in the form attached hereto as Exhibit A (each such proxy, a “ Proxy ”), which shall be irrevocable to the fullest extent permissible by law and shall apply only to those Common Shares held by such Stockholder that constitute such Stockholder’s pro-rata portion of the Excess Shares.

(d)     Each Stockholder hereby represents and warrants to the Company that any proxies heretofore given by it in respect of its Common Shares are not irrevocable, that any such proxies have heretofore been effectively revoked, and that written notice of revocation of such proxies has been delivered to any such proxy holders.

(e)     Each Stockholder hereby affirms that the Proxy is given in connection with the Repurchases, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the Proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such Proxy may lawfully do or cause to be done by virtue hereof. Such Proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL until the termination of this Agreement in accordance with its terms.

(f)     Each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 2.

(g)     Each Stockholder shall not sell, transfer or assign any Common Shares to any Affiliate of such Stockholder that is not a party to this Agreement unless such transferee executes a joinder in the form acceptable to the Company. For the avoidance of doubt, upon the sale, transfer or assignment of Common Shares by a Stockholder to a third party who is not an Affiliate to such Stockholder, such Common Shares may be sold, transferred or assigned free and clear and without restriction under this Section 2.

3.      Representations and Warranties of the Stockholders . Each Stockholder hereby covenants, represents and warrants to the Company, severally and not jointly, and solely as to himself or itself and its Common Shares, as follows:

(a)      Ownership . Such Stockholder (i) is the beneficial owner of the Common Shares set forth opposite such Stockholder’s name on Schedule A hereto; (ii) does not own, control or have the right to vote as of the date hereof, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Common Shares set forth on Schedule A hereto; and (iii) has the sole right to vote, dispose of and exercise and holds sole power to issue instructions with respect to the matters set forth in Section 2 hereof and sole power to agree to all of the matters set forth in this Agreement with respect to all of such Stockholder’s Common Shares, with no limitations, qualifications or restrictions on such rights, subject to the terms of this Agreement.

(b)      Power; Binding Agreement . Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder (as applicable) and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

(c)      No Conflicts . None of the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by each Stockholder of the transactions contemplated hereby will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) any provisions of the Organizational Documents of such Stockholder or any entity owning Common Shares controlled or voted by such Stockholder or (B) any agreement to which such Stockholder is a party or by which such Stockholder’s Common Shares are bound, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree or any Applicable Law that is applicable to such Stockholder or any of such Stockholder’s Common Shares (other than such Securities and Exchange Commission filings that may be required by the Company or the Stockholders under the Exchange Act), except, in the case of (i)(B) above, as would not be reasonably expected, either individually or in the aggregate, to impair the ability of such Stockholder to perform its obligations hereunder on a timely basis.

(d)      Reliance by the Company . Such Stockholder understands and acknowledges that the Company is consummating the Repurchases in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

4.      Representations and Warranties of the Company . The Company hereby represents and warrants to the Stockholders as follows:

(a)      Power; Binding Agreement . The Company has the legal capacity and all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of each Stockholder, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

(b)      No Conflicts . The execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) any provisions of the Organizational Documents of the Company or (B) any agreement to which the Company is a party or by which the Company’s assets may be bound, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree or any Applicable Law that is applicable to the Company, except, in the case of (i)(B) above, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Company to perform its obligations hereunder on a timely basis.

5.      Indemnification.

(a)     The Company shall indemnify any Stockholder or any of its Affiliates or any of their respective past and the current directors, officers, employees, agents and representatives and their respective heirs, estates, trustees, successors, assignees and predecessors who was or is a party or is threatened to be made a party, arising out of, relating to or in connection this Agreement, the Settlement Agreement, the Securities Purchase Agreement, the Repurchases or the Stub Purchase, to any Proceeding, against any and all losses, claims, expenses (including attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Stockholder in connection with such Proceeding; provided , however , that such Stockholder shall not be indemnified by the Company if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Stockholder is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Stockholder committed in bad faith, fraud or willful or intentional misconduct or criminal wrongdoing; provided , further , that such indemnification shall be made only to the extent insurance coverage held by the Company does not satisfy such losses, claims, expenses, costs, liabilities, damages, judgments, fines and amounts paid in settlement. Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company (including available insurance coverage, if any), as an expense of the Company and, accordingly, no Stockholder shall be subject to personal liability by reason of these indemnification provisions.

(b)     Upon written request by a Stockholder, the Company shall promptly pay reasonable expenses incurred (or reasonably expected to be incurred) by such Stockholder in defending or investigating a Proceeding in advance of a final disposition of such Proceeding.

(c)     The indemnification and advancement of expenses provided by or granted pursuant to this Section 5 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the By-Laws or any agreement, contract, a vote of the Board or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the Stockholders shall be made to the fullest extent permitted by applicable law.

(d)     Such indemnification pursuant to this Section 5 shall be effective upon the date of this Agreement.

6.      Further Assurances . Subject to the terms and conditions of this Agreement, each party hereby agrees to execute and deliver, or cause to be executed and delivered, any additional documents and take, or cause to be taken, all actions, and do, or cause to be done, all things consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

7.      Termination . This Agreement and each Proxy, and all rights and obligations of the parties hereunder and thereunder, shall terminate and shall have no further force or effect upon the earlier of (i) the date on which both the Settlement Agreement and the Securities Purchase Agreement are terminated, (ii) the day after the Expiration Date and (iii) the date on which 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. Notwithstanding the foregoing, nothing set forth in this Section 7 or elsewhere in this Agreement shall relieve any party hereto from liability, or otherwise limit the liability of any party hereto, for any material breach of this Agreement prior to such termination. This Section 7 and Sections 1, 5, 6 and 8 (as applicable) shall survive any termination of this Agreement.

8.      Miscellaneous .

(a)      Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority 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. Upon such a determination, the parties hereto agree to negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner, in order that the substance of this Agreement is consummated as originally contemplated to the fullest extent possible.

(b)      Binding Effect and Assignment . Neither this Agreement nor any of the rights, interests or obligations of the parties hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without prior written consent of all of the other parties hereto. Subject to the preceding sentence, this Agreement and all of the provisions hereof shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective successors and permitted assigns and the provisions of this Agreement are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Each Stockholder will cause each Affiliate of such Stockholder who beneficially owns or acquires shares of Common Stock to become a party to this Agreement.

(c)      Amendments . This Agreement may be amended by the independent directors of the Board of the Company (as defined in Article III, Section 11 of the By-Laws) and by the Stockholders only by an instrument in writing signed on behalf of each of the parties hereto.

(d)      Specific Performance; Injunctive Relief . The parties hereto acknowledge that the Company shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of any Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the Company upon any such violation at law or in equity, the Company shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company at law or in equity, without the requirement of posting a bond or other security.

(e)      Notices . Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the fifth Business Day after dispatch by registered or certified mail, (iii) on the next Business Day if transmitted by national overnight courier, or (iv) on the date delivered if sent by email (provided confirmation of email receipt is obtained), in each case as follows:

If to the Company, to:

Asta Funding, Inc.

Attention: Bruce R. Foster, Chief Financial Officer

210 Sylvan Avenue

Englewood Cliffs, NJ 07632

with a copy to (for information purposes only):

Vinson & Elkins LLP

666 Fifth Avenue, 26 ^th Floor

New York, NY 10069

Attention: Kai Liekefett, Michael Swidler

Email: kliefefett@velaw.com , mswidler@velaw.com

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

If to the Special Committee, to:

Asta Funding, Inc.

Attention: David Slackman, Chair of the Special Committee

210 Sylvan Avenue

Englewood Cliffs, NJ 07632

with a copy to (for informational purposes only):

Baker & Hostetler LLP

45 Rockefeller Plaza

New York, NY 10111

Attention: Marc Powers

Email: mpowers@bakerlaw.com

If to the Stockholders, to:

Gary Stern

c/o Asta Funding, Inc.

210 Sylvan Avenue

Englewood Cliffs, NJ 07632

With a copy to (for informational purposes only):

Akerman LLP

666 Fifth Avenue, 20 ^th Floor

New York, NY 10103

Attention: Wayne A. Wald, Palash Pandya

Email: wayne.wald@akerman.com ; palash.pandya@akerman.com

Ricky Stern

At the address set forth in the books and records of the Company

Emily Stern

At the address set forth in the books and records of the Company

Arthur Stern

At the address set forth in the books and records of the Company

Asta Group, Incorporated

At the address set forth in the books and records of the Company

GMS Family Investors LLC

At the address set forth in the books and records of the Company

(f)      No Waiver . The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance with the terms of this Agreement, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(g)      No Third Party Beneficiaries . This Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the parties hereto.

(h)      Governing Law . This Agreement and any Proceedings arising out of or related hereto or to the inducement of any party hereto to enter into this Agreement (whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity, and performance, without regard to the conflicts of law rules of such State that would refer a matter to the laws of another jurisdiction.

(i)      Consent to Jurisdiction . The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any state or federal court located in the Borough of Manhattan in the State of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable Proceeding arising out of or relating to this Agreement, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such courts. Each party agrees that notice or the service of process in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 8(e) or in any other manner permitted by Applicable Law.

(j)      Rules of Construction . Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(k)      Entire Agreement . This Agreement (together with any other documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(l)      Interpretation .

(i)     Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(ii)     The article and section headings contained in this Agreement are for reference purposes only and shall not in any way affect or be deemed to affect the meaning or interpretation of this Agreement.

(iii)     Words describing the singular number shall be deemed to include the plural and vice versa, and words denoting any gender shall be deemed to include all genders.

(m)      Expenses . Except as expressly provided for herein, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses; provided, however , all fees, costs and expenses incurred by Gary Stern and the Stockholders in connection with this Agreement, the Settlement Agreement, the Securities Purchase Agreement and the transactions contemplated hereby and thereby shall be paid by the Company.

(n)      Attorneys’ Fees . In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive reimbursement for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in such action or suit.

(o)      Non-Recourse . This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party.

(p)      Counterparts; Facsimile Transmission of Signatures . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the undersigned have executed and caused to be effective this Agreement as of the date first above written.

THE COMPANY :

THE STOCKHOLDERS :

	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

EXHIBIT A

IRREVOCABLE PROXY

The undersigned stockholder (the “ Stockholder ”) of Asta Funding, Inc., a Delaware corporation (the “ Company ”), hereby irrevocably (to the fullest extent permitted by law) appoints the Company, acting through any of its authorized signatories, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the full extent that the undersigned is entitled to do so) with respect to the subset of shares of Common Stock, par value $0.01 per share, of the Company that now are or hereafter may be beneficially owned by the undersigned and that constitute the Stockholder’s pro-rata portion of the Excess Shares (as such term is defined in that certain Voting Agreement of even date herewith by and between the Company and the undersigned Stockholder (the “ Voting Agreement ”)) (collectively, the “ Shares ”) in accordance with the terms of this Irrevocable Proxy and the Voting Agreement until the earlier of (i) the date of the termination of the Settlement Agreement or the Securities Purchase Agreement, (ii) the date 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 and (iii) the day after the Expiration Date (as such term is defined in the Voting Agreement). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until the earlier of (i) the date of the termination of the Settlement Agreement or the Securities Purchase Agreement, (ii) the date the Company ceases to be a publicly-traded company or a reporting company subject to Section 13 or 15(d) of the Exchange Act and (iii) the day after the Expiration Date.

This Irrevocable Proxy is irrevocable to the fullest extent permitted by Applicable Law, is coupled with an interest sufficient in law and is granted pursuant to the Voting Agreement.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting pursuant to Section 228 of the Delaware General Corporation Law in a manner proportionate to the votes of all of the shares of Common Stock other than Common Shares which voted at such meeting or on such action or written consent (as such terms are defined in the Voting Agreement).

This Irrevocable Proxy shall terminate, and be of no further force and effect, automatically upon the earlier of (i) the date of the termination of the Settlement Agreement or the Securities Purchase Agreement, (ii) the date 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 and (iii) the day after the Expiration Date.

[ Remainder of Page Intentionally Left Blank ]

SIGNATURE PAGE TO IRREVOCABLE PROXY

SIGNATURE PAGE TO IRREVOCABLE PROXY

Dated: ___________________, 2017
		By:
			Name:
			Title:

SIGNATURE PAGE TO IRREVOCABLE PROXY

Dated: ___________________, 2017
		By:
			Name:
			Title:

SIGNATURE PAGE TO IRREVOCABLE PROXY

Dated: ___________________, 2017
		By:
			Name:
			Title:

SIGNATURE PAGE TO IRREVOCABLE PROXY

SIGNATURE PAGE TO IRREVOCABLE PROXY

Dated: ___________________, 2017
		By:
			Name:
			Title:

       ¹ This amount includes (i) 842,000 shares held by Asta Group, Incorporated, which Gary Stern may be deemed to have shared beneficial ownership over because of his role as an officer, director and shareholder of Asta Group, Incorporated, (ii) 145,428 shares held by Emily Stern, which Gary Stern may be deemed to have shared beneficial ownership over because Emily Stern shares a home with Gary Stern; (iii) 2,590 shares held by the Emily Stern 2012 GST Trust, which Gary Stern may be deemed to have shared beneficial ownership over because of his role as a co-trustee of the Emily Stern 2012 GST Trust; and (iv) 503,590 shares held by the Ricky Stern 2012 GST Trust, which Gary Stern may be deemed to have shared beneficial ownership over because of his role as a co-trustee of the Ricky Stern 2012 GST Trust.

       ² This amount includes (i) 862,000 shares held by GMS Family Investors LLC, which Ricky Stern may be deemed to have shared beneficial ownership over because of his role as manager of GMS Family Investors LLC, (ii) 503,590 shares held by the Ricky Stern 2012 GST Trust, which Ricky Stern may be deemed to have shared beneficial ownership over because of his role as co-trustee of the Ricky Stern 2012 GST Trust, (iii) 2,590 shares held by the Emily Stern 2012 GST Trust, which Ricky Stern may be deemed to have shared beneficial ownership over because of his role as co-trustee of the Emily Stern 2012 GST Trust, (iv) 243,278 shares held by the Ricky Stern Family 2012 Trust, which Ricky Stern may be deemed to have shared beneficial ownership over because of his role as trustee of the Ricky Stern Family 2012 Trust, and (v) 243,278 shares held by the Emily Stern Family 2012 Trust, which Ricky Stern may be deemed to have shared beneficial ownership over because of his role as trustee of the Emily Stern Family 2012 Trust.

       ³ This amount reflects the total shares of Common Stock beneficially owned by the listed shareholders, with reductions to avoid duplications and redundancies specified in the footnotes above.