ARTICLE 1.

DEFINITIONS

1

1.1

Definitions

1

ARTICLE 2.

SALE OF ASSETS; PURCHASE PRICE

1

2.1

Purchase and Sale of Assets

1

2.2

Nonassignability

2

2.3

Excluded Assets

3

2.4

Assumed Liabilities

3

2.5

Retained Liabilities

3

2.6

Certain Taxes

4

2.7

Purchase Price

4

2.8

Restricted Stock

7

2.9

Allocation of Purchase Price

7

2.10

Time and Place of Closing

8

2.11

Closing Deliveries

8

2.12

Prorations

9

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS

10

3.1

Organization and Good Standing

10

3.2

Power and Authorization

10

3.3

Conflicts; Consents and Approvals

10

3.4

Capitalization

11

3.5

Subsidiaries and Investments

11

3.6

Compliance with Laws; Authorizations

11

3.7

Litigation

12

3.8

Financial Statements and Related Matters

13

3.9

Accounts Receivable

13

3.10

Accounts Payable

13

3.11

Warranties

14

3.12

Ownership of the Assets; Personal Property

14

3.13

Real Property

14

3.14

List of Properties, Authorizations, Contracts, etc.

14

3.15

Contracts

15

3.16

Insurance

15

3.17

Intellectual Property

16

3.18

Customers and Suppliers

17

3.19

Taxes

17

3.20

Employee Benefits

18

3.21

Labor Matters

19

3.22

Management, Employees and Others

19

3.23

Affiliate Agreements

20

3.24

Environmental Matters

20

3.25

Certain Changes and Events

20

3.26

Books and Records

21

3.27

Securities Laws Matters

22

3.28

Brokers, Finders for the Business

23

3.29

Full Disclosure

23

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

23

4.1

Authority

23

4.2

No Conflicts; Consents and Approvals

23

4.3

Ownership of Shares

24

4.4

Full Disclosure

24

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

24

5.1

Organization and Good Standing

24

5.2

Power and Authorization

25

5.3

No Conflicts; Consents and Approvals

25

5.4

Parent SEC Filings

26

5.5

Validity of Shares

26

5.6

Absence of Proceedings

26

5.7

Brokers

26

ARTICLE 6.

COVENANTS OF THE PARTIES

27

6.1

Provisions Relating to Employees

27

6.2

Transition of Employees

27

6.3

General Employee Provisions

28

6.4

Payment of Retained Liabilities

28

6.5

Employee Retention Payments

28

6.6

Remittance of Payments

28

6.7

Confidentiality; Non-Competition

28

6.8

Public Announcements

30

6.9

Further Assurances

30

ARTICLE 7.

INDEMNIFICATION

30

7.1

Indemnification by Seller and Stockholders

30

7.2

Indemnification by Buyer

31

7.3

Inter-Party Claims

32

7.4

Third Party Claims

32

7.5

Limitations and Requirements

33

ARTICLE 8.

MISCELLANEOUS

34

8.1

Construction

34

8.2

Disclosure Statement

34

8.3

Attorney-in-Fact

35

8.4

Costs and Expenses