STOCK PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

among

DELL MARKETING USA L.P.,

("Buyer"),

ALLIN CORPORATION,

("Parent"),

ALLIN INVESTMENT – CAL, INC.

and

ALLIN INVESTMENT – DELAWARE, INC.,

(the "Sellers"),

and

ALLIN CORPORATION OF CALIFORNIA

and

ALLIN CONSULTING OF PENNSYLVANIA, INC.,

(the "Companies"),

dated

January 8, 2009

TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this " Agreement ") is entered into as of January 8, 2009, among (a) DELL MARKETING USA L.P., a Texas limited partnership (" Buyer "); (b) ALLIN CORPORATION, a Delaware corporation (" Parent "); (c) ALLIN INVESTMENT – CAL, INC., a Delaware corporation (" CA Seller "), and ALLIN INVESTMENT – DELAWARE, INC., a Delaware corporation (" PA Seller " and, together with CA Seller, the " Sellers " and each a " Seller "); and (d) ALLIN CORPORATION OF CALIFORNIA, a California corporation (" CA Company "), and ALLIN CONSULTING OF PENNSYLVANIA, INC., a Pennsylvania corporation (" PA Company " and, together with CA Company, the " Companies " and each a " Company "). Unless otherwise specified, all capitalized terms used in this Agreement will have the meanings set forth in Exhibit A .

BACKGROUND

CA Seller owns all of the issued and outstanding capital stock of CA Company and PA Seller owns all of the issued and outstanding capital stock of PA Company. In accordance with the terms and provisions of this Agreement and the other Transaction Documents, the Parties desire to consummate a series of transactions in which (a) Buyer will acquire from the Sellers all of the Shares; (b) Buyer will pay the consideration set forth herein to the Sellers for the Shares; and (c) the Parties will take certain other actions ancillary to the transactions described above. In order to provide for the consummation of the transactions contemplated above, the Parties are entering into this Agreement.

ARTICLE I

THE ACQUISITION

1.1 Share Purchase . Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, covenants and representations and warranties contained in this Agreement, the Sellers hereby sell, transfer and convey to Buyer, free and clear of all Liens, and Buyer hereby purchases and acquires from the Sellers, all of the Shares.

1.2 Purchase Price . Subject to the Indemnification Holdback Amount described in Section 1.4 , the aggregate consideration for the Shares is $12,000,000 minus (a) the amounts to be paid pursuant to Section 1.3(a) and plus or minus , as applicable, (b) the Closing Adjustment Amount (such aggregate consideration, as so adjusted, the " Purchase Price ").

1.3 Closing Payments . At the Closing or as soon as practicable after the Closing, Buyer will pay or cause to be paid the following amounts by wire transfers of immediately available funds:

(a) to each holder of Indebtedness set forth on Schedule 1.3(a) , to an account designated by such creditor in writing, the amount of Indebtedness specified in such creditor’s Pay-Off Letter; and

(b) to the Sellers, to the account(s) designated by the Sellers prior to Closing, an aggregate amount equal to the Purchase Price minus the Indemnification Holdback Amount.

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Each Seller agrees that the applicable payments set forth in this ARTICLE I (including the payments under Sections 1.3(b) and 1.6 ) and Buyer’s obligations under this Agreement constitute the sole consideration to be received by the Sellers and their Affiliates for all of the Shares and all other ownership interests in the Companies, and that the Sellers and each of their Affiliates have waived or hereby unconditionally and irrevocably waives any rights or claims to receive any other consideration for the Shares and any other ownership interests in the Companies under any conflicting or contrary agreements, covenants or provisions contained in any Contract or Company Charter Documents.

1.4 Indemnification Holdback Amount . An amount equal to $1,500,000 (the " Indemnification Holdback Amount ") is hereby withheld by Buyer at the Closing and will be held by Buyer pursuant to the terms of this Agreement. Buyer is entitled to retain and subtract from the Indemnification Holdback Amount (a) the amount that Buyer is entitled to receive pursuant to Section 1.6(d)(x) and (b) the amount of any Indemnified Losses for which the Seller Parties are obligated to indemnify an Indemnified Party under ARTICLE VIII .

1.5 Closing Adjustment Amount . The Companies have delivered to Buyer an estimated balance sheet of the Companies and their consolidated Subsidiaries at and as of 11:59 p.m. (Eastern time) on the date immediately prior to the Closing Date (the " Closing Date Balance Sheet "), which is attached hereto as Exhibit B and sets forth a good faith estimate of the Net Working Capital. The Closing Date Balance Sheet was prepared by the Companies in accordance with GAAP. As used herein, the " Closing Adjustment Amount " means an amount equal to (a) the Net Working Capital as set forth on the Closing Date Balance Sheet minus (b) $1,600,000.

1.6 Final Adjustment Amount .

(a) As promptly as practicable, but in any event within 90 days after the Closing Date, Parent will prepare and deliver to Buyer a balance sheet of the Companies and their consolidated Subsidiaries at and as of 11:59 p.m. (Eastern time) on the date immediately prior to the Closing Date (the " Final Balance Sheet "), which will set forth the Net Working Capital and Long-Term Liabilities. The Final Balance Sheet will be prepared in accordance with GAAP. Buyer and its representatives, including Buyer’s independent accountants, will be entitled to review all workpapers of Parent and the Companies and their representatives, including their independent accountants, prepared in connection with the delivery of the Final Balance Sheet.

(b) Buyer will have 15   days following delivery of the Final Balance Sheet to Buyer to deliver to Parent written notice (the " Objection Notice ") of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing each item in dispute, the amount of such item as determined by Buyer (and the corresponding amount in dispute) and the basis of each objection, all in reasonable detail). If Buyer delivers the Objection Notice within such 15 day period, then Parent and Buyer will endeavor in good faith to resolve the objections for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of such 15 day period there are any objections that remain in dispute, then the remaining objections in dispute will be submitted for resolution to a "Big 4" independent accounting firm mutually acceptable to Parent and Buyer or, if none of such "Big 4" accounting firms qualifies as being independent, then to any other nationally-recognized independent accounting firm mutually

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acceptable to Parent and Buyer; provided , that if Parent and Buyer are unable to agree on the identity of such firm within 10 days after the expiration of the 15-day good faith negotiation period, then each of Parent and Buyer shall select a nationally-recognized independent accounting firm within 5 days after the expiration of such 10-day period and such two firms shall, within 10 days after the expiration of such 5-day period, then select a third nationally-recognized independent accounting firm to resolve the dispute (such selected firm, the " Referee "). Parent and Buyer will enter into reasonable and customary arrangements for the services to be rendered by the Referee under this Section 1.6(b) . The Referee will determine any unresolved items on the Final Balance Sheet within 30 days after the objections that remain in dispute are submitted to it or such longer period as the Referee may reasonably require. If any remaining objections are submitted to the Referee for resolution, (i) each party will (A) furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that party (or its independent public accountants), (B) use commercially reasonable efforts to cooperate with the Referee in resolving any disputed matters and (C) be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the Referee will not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee of the Final Balance Sheet, as set forth in a written notice delivered to both parties by the Referee (the " Referee Report "), will be made in accordance with this Agreement and will be binding and conclusive on the parties and will constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the party whose aggregate claimed value of the matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the Referee will pay the fees and expenses of the Referee.

(c) The Final Balance Sheet will become final, binding and conclusive upon Buyer, Parent and the Sellers for all purposes of this Agreement, upon the earliest to occur of the following:

(i) the mutual acceptance, in writing, by Buyer and Parent of the Final Balance Sheet, with such changes or adjustments thereto, if any, as may be proposed by Buyer and consented to by Parent;

(ii) the expiration of 15 days after the delivery to Buyer of the Final Balance Sheet without delivery of an Objection Notice in accordance with Section 1.6(b) ; and

(iii) the delivery to Buyer and Parent by the Referee of the Referee Report.

(d) As used herein, the " Final Adjustment Amount " means an amount equal to (i) the Net Working Capital as set forth on the Final Balance Sheet, minus (ii) the Net Working Capital as set forth on the Closing Date Balance Sheet and minus (iii) the Long-Term Liabilities (to the extent not satisfied at Closing pursuant to Section 1.3(a) ). To the extent that the Final Adjustment Amount is a positive number, Buyer will pay the Sellers an aggregate amount equal to the Final Adjustment Amount within 10 Business Days after the final determination of the Final Balance Sheet in accordance with Section 1.6(c) . To the extent that the Final Adjustment

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Amount is a negative number, Parent or the Sellers will pay Buyer an amount equal to such deficiency (the " Deficiency Amount ") within 10 Business Days after the final determination of the Final Balance Sheet in accordance with Section 1.6(c) ; provided , however , that if Parent or the Sellers do not pay the Deficiency Amount to Buyer within such 10 Business Day period, then Buyer may elect in its sole discretion (x) to treat all or any portion of the Deficiency Amount as an Indemnified Loss, and if Buyer makes such election, then such amount will be deemed an Indemnified Loss, or (y) offset all or any portion of the Deficiency Amount against any amounts payable by Buyer (or an Affiliate of Buyer) to Parent (or an Affiliate of Parent) under the Transition Services Agreement. For all Tax purposes, the Parties agree to treat (and will cause each of their respective Affiliates to treat) any payment under this Section 1.6(d) as an adjustment to the Purchase Price payable to the Sellers for the Shares.

1.7 Interest . Any and all amounts due from Buyer, Parent or either Seller pursuant to this ARTICLE I will be payable without interest, regardless of when paid.

1.8 Closing . The Closing will take place simultaneously with the execution and delivery of this Agreement by the parties hereto on the date hereof (the " Closing Date ") at the offices of Vinson & Elkins L.L.P., The Terrace 7, 2801 Via Fortuna, Suite 100, Austin, Texas 78746. The representations and warranties of each party contained in ARTICLE II , ARTICLE III , ARTICLE IV and ARTICLE V , as applicable, are made at and as of the execution and delivery of this Agreement. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall be deemed to have occurred and the Closing shall be effective as of 12:01 a.m. (Eastern time) on the date hereof.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

REGARDING THE COMPANIES

The Sellers, the Companies and Parent, jointly and severally, represent and warrant to Buyer (with the understanding and acknowledgement that Buyer would not have entered into this Agreement without being provided with the representations and warranties set forth herein, and that these representations and warranties constitute an essential and determining element of this Agreement) that:

2.1 Organizational Matters .

(a) CA Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. PA Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Each Company has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified and in good standing to do business in each jurisdiction set forth on Schedule 2.1(a) , which jurisdictions represent every jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where failure to be so qualified would not have, or would not be reasonably likely to have, a Material Adverse Effect.

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(b) Parent has delivered to Buyer true and complete copies of the certificate of incorporation and bylaws or other organizational documents of each Company, in each case as amended to date and currently in effect (such instruments and documents, the " Company Charter Documents "). Neither Company is in violation of any of the provisions of its Company Charter Documents.

(c) Schedule 2.1(c) sets forth a complete list naming each Person (each, a " Subsidiary " and together, the " Subsidiaries ") in which either Company or any other Subsidiary owns, holds or has any interest in or right to acquire capital stock or other equity interests or ownership interests and the jurisdiction of organization of each such Subsidiary. Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Subsidiary has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified and in good standing would not be reasonably likely to have a Material Adverse Effect. The Sellers have delivered to Buyer true and complete copies of the certificate of incorporation and bylaws or other organizational documents of each Subsidiary, in each case as amended to date and currently in effect (such instruments and documents, the " Subsidiary Charter Documents " and, together with the Company Charter Documents, the " Charter Documents "). No Subsidiary is in violation of any of the provisions of its Subsidiary Charter Documents. Schedule 2.1(c) sets forth a true and complete list of each record and beneficial owner of the capital stock or other equity interests of each Subsidiary, and the amount and type of each class or series of such capital stock or other equity interest held by each such Person. A Company owns 100% of the capital stock or other equity interests or ownership interests of each Subsidiary free and clear of all Liens. There are no outstanding securities convertible into or exchangeable or exercisable for capital stock or other equity interests or ownership interests in either Company or any Subsidiary, or options, warrants or other rights to acquire capital stock or other equity interests or ownership interests in either Company or any Subsidiary. All outstanding capital stock or other equity interests or ownership interests of the Subsidiaries have been validly issued, are fully paid and non assessable and have not been issued in violation of any preemptive rights or similar rights. There are no shares of capital stock or other securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which any Subsidiary or any of their Affiliates is a party or by which any of them are bound obligating any Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of a Subsidiary, (ii) issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking or (iii) issue or distribute to holders of any shares of capital stock of any Subsidiary any evidences of indebtedness or assets of any Subsidiary. No Subsidiary is under any obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution with respect thereto. For purposes of ARTICLE II , ARTICLE III , ARTICLE IV and ARTICLE VI , unless the context dictates otherwise, all references to a Company will also include and be references to each of its Subsidiaries and all references to the Companies will also include and be references to each of the Subsidiaries.

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(d) Except as set forth on Schedule 2.1(d) , there are no outstanding powers of attorney executed by or on behalf of either Company.

2.2 Capital Structure .

(a) (i) The authorized capital stock of CA Company consists of 1,000 shares of common stock, par value $1.00 per share (the " CA Common Stock "). The authorized capital stock of PA Company consists of 500,000 shares of common stock, par value $1.00 per share (the " PA Common Stock ").

(ii) At the date hereof, (A) there are 100 shares of CA Common Stock issued and outstanding; (B) there are 1,040 shares of PA Common Stock issued and outstanding; and (C) neither Company has any other issued or outstanding shares of capital stock or other equity interests or ownership interests. No Shares are reserved for issuance for any purpose. All of the Shares are owned and held beneficially and of record by Seller and have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive rights.

(iii) No shares of CA Common Stock, PA Common Stock or other capital stock or other equity interests or ownership interests of either Company are held as treasury stock or are owned by either Company.

(iv) No Person will be entitled to receive a portion of the Purchase Price, other than the Sellers.

(v) Upon Buyer’s acquisition of the Shares at Closing pursuant to the terms and conditions of this Agreement, Buyer will acquire 100% of the issued and outstanding capital stock of the Companies and all securities convertible into, exercisable for or exchangeable into capital stock of the Companies, free and clear of any Liens.

(b) There are no shares of capital stock or other securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which either Company or any of their Affiliates is a party or by which any of them are bound obligating either Company to (i) issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of either Company, (ii) issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking or (iii) issue or distribute to holders of any shares of capital stock of either Company any evidences of indebtedness or assets of either Company. Neither Company is under any obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution with respect thereto. Parent has furnished to Buyer complete and accurate copies of each Parent Equity Plan, and Schedule 2.2(b) sets forth each employee, officer, director or agent of either Company entitled to a benefit under a Parent Equity Plan, together with a description of such benefit, as applicable. Neither Parent nor any of its Affiliates are party to any Contract, including any plan or arrangement, under which any officer, director, employee or agent of either Company has or may have any right to a bonus, payment or other consideration that is contingent on the transactions contemplated by this Agreement (a " Transaction Bonus "). For the avoidance of doubt, the retention incentives to be put in place at or around Closing by Buyer are not Transaction Bonuses.

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(c) All Shares have been issued in compliance with all Applicable Laws.

2.3 Authority and Due Execution .

(a) Each Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents by each Company, and the consummation of the transactions contemplated hereby or thereby, have been duly authorized by all necessary corporate action on the part of such Company and no other corporate proceedings on the part of such Company are necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents by such Company or to consummate the transactions contemplated hereby or thereby.

(b) This Agreement and each other Transaction Document to which either Company is a party has been duly executed and delivered by each Company party thereto and constitutes the valid and binding obligation of such Company, enforceable against such Company in accordance with its terms, subject as to enforceability to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, the " Enforceability Exceptions ").

2.4 Non-Contravention and Consents .

(a) The execution and delivery by the Companies of this Agreement and each other Transaction Document does not, and the performance by the Companies of this Agreement and each other Transaction Document will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any obligation or the loss of a benefit under, any termination or right of termination or cancellation of, or any right of purchase under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (i) the Charter Documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which a Company is a party or by which it or any of its respective properties or assets are bound, (iii) any Applicable Law or (iv) any Significant Contract.

(b) Except as set forth on Schedule 2.4(b) , no Consent under any Significant Contract is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Transaction Document by the Companies or the consummation of the transactions contemplated hereby or thereby.

(c) No Consent of any national, state, municipal, provisional, local or foreign government, any instrumentality, subdivision, department, ministry, board, court, administrative agency or commission, the European Union, or other governmental entity or instrumentality or political subdivision thereof, or any quasi-governmental or private body exercising any executive, legislative, judicial, regulatory, taxing, importing or other governmental functions (a " Governmental Entity ") is required to be obtained or made by a Company in connection with the execution, delivery and performance of this Agreement or any other Transaction Document by the Companies or the consummation of the transactions contemplated hereby or thereby.

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2.5 Financial Statements .

(a) The financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which, individually or in the aggregate, is material) the financial position of Parent as of their respective dates and the results of operations and the cash flows of Parent for the periods presented therein.

(b) Parent has delivered to Buyer the consolidating financial statements of Parent that includes the financial statements (consisting of a balance sheet, statement of operations and statement of cash flows) of each of the Companies for each of the quarters ended March 31, June 30, September 30 and December 31, that occurred during the period from January 1, 2004 through the date hereof, and the notes thereto (collectively, the " Financial Statements "). The Financial Statements were prepared in accordance with GAAP and fairly and accurately present in all material respects the consolidated financial position, results of operations and cash flows of the Companies as of the dates, and for the periods, indicated therein. Each Company maintains a standard system of accounting established and administered in accordance with GAAP including complete books and records in written or electronic form.

(c) Except as disclosed or provided for in the Financial Statements (including the notes thereto), neither Company has any liabilities, whether accrued, absolute, contingent, matured, unmatured, or otherwise and whether or not required to be reflected in financial statements prepared in accordance with GAAP, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of the most recent Financial Statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business that are not required under GAAP to be reflected in the Financial Statements, which liabilities and adjustments referred to in (i)  and (ii) , individually or in the aggregate, are not material to the financial condition or operating results of the Companies, and other than liabilities under this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Neither Company has (x) any Long-Term Liabilities or (y) any intercompany receivables, payables, loans, guarantees, liabilities or any other balances with Parent or any of its Affiliates.

(d) All of the accounts receivable of the Companies are bona fide, arose in the ordinary course of business and are carried on the records of the Companies at values determined in accordance with GAAP. Except for statutory Liens for Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves are reflected on the Financial Statements, and subject solely to the payment by Buyer of the amounts contemplated by Section 1.3(a) , no Person has any Lien on any of such accounts receivable, and, except as set forth on Schedule 2.5(d) , no request or agreement for a material deduction

or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves for doubtful accounts set forth in the Financial Statements.

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2.6 Indebtedness . Each Company has been released in full from each Parent Credit Facility, is no longer a party thereto or bound thereby and has no obligation, liability or cost with respect thereto. Subject solely to the payment by Buyer of the amounts contemplated by Section 1.3(a) , no property or asset of any type of either Company and none of the Shares are subject to any Lien of any nature pursuant to any provision of any Parent Credit Facility. Neither Company has any Indebtedness of any type (whether accrued, absolute, contingent, matured, unmatured or other and whether or not required to be reflected in financial statements prepared in accordance with GAAP) that is not fully set forth on Schedule 2.6 . Schedule 2.6 sets forth each item of Indebtedness identifying the creditor, including name and address, the type of instrument under which the Indebtedness is owed and the amount of the Indebtedness as of the close of business on the Business Day immediately prior to the date hereof. With respect to each item of Indebtedness, neither Company is in default, no payments are past due, and no circumstance exists that, with notice, the passage of time or both, could constitute a default by either Company under any item of Indebtedness. None of Parent, the Sellers and the Companies has received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness that has not been fully remedied and withdrawn. Other than as set forth on Schedule 2.6 , the consummation of the transactions contemplated by this Agreement or any other Transaction Document to which either Company is a party will not cause a default, a breach or an acceleration, automatic or otherwise, of any conditions, covenants or any other terms of any item of Indebtedness. Neither Company is a guarantor or otherwise liable for any liability or obligation (including Indebtedness) of any other Person. Parent, the Sellers and the Companies have obtained and delivered to Buyer from each Person set forth on Schedule 1.3(a) a pay-off letter (each a " Pay-Off Letter ") setting forth (a) the amounts required to pay off in full at the Closing the Indebtedness owing to such creditor (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties), (b) upon payment of such amounts, (i) a complete release of the Companies and Buyer from any and all liabilities and obligations arising out of the Indebtedness owing to such creditor, (ii) a complete release and termination of all of such creditor’s Liens and security interests held on any of either Company’s assets or properties, (iii) the authorization of the applicable Company and Buyer to terminate and release all Liens and security interests and to file all applicable Uniform Commercial Code termination statements related to such Indebtedness and (iv) that all agreements and instruments documenting a Company’s or Buyer’s liabilities and obligations arising out of the Indebtedness owing to such creditor are automatically terminated without any further action by such creditor, such Company or Buyer.

2.7 Compliance; Permits .

(a) Neither Company has failed to comply with or is in conflict with, or in default or in violation of, any Applicable Law in any material respect. No investigation or review by any Governmental Entity is pending, or to the Knowledge of Parent, has been threatened, against either Company. There is no agreement, commitment, judgment, injunction, order or decree with or by a Governmental Entity binding upon either Company.

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(b) Each Company holds, to the extent required by Applicable Law, all material franchises, permits, certificates, licenses, consents, filings, sanctions, registrations, variances, exemptions, orders, authorizations and approvals from, and has made all declarations and filings with, all Governmental Entities (" Permits ") for the conduct or operation of the Business, including the sale, transport, export, import or shipment of any items or materials (whether in tangible form or otherwise) to any jurisdiction. No suspension or cancellation of any such Permit is pending or, to the Knowledge of Parent, threatened, each such Permit is valid and in full force and effect, and the applicable Company is in compliance in all material respects with the terms of such Permits. Schedule 2.7(b) sets forth a complete list of all Permits held by the Companies.

(c) Neither Company has, within the last five years, violated any applicable U.S. Export and Import Laws, nor made a voluntary disclosure with respect to any violation of such laws. Each Company has been and is in compliance with all applicable Foreign Export and Import Laws. To the extent applicable, each Company has prepared and timely applied for all import and export licenses required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the conduct of such Company’s business. Each Company has at all times been in compliance with all Applicable Laws relating to trade embargoes and sanctions, and no product, service or financing provided by such Company has been, directly or indirectly, provided to, sold to or performed for or on behalf of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country or Person against whom the United States maintains economic sanctions or an arms embargo unless authorized by license or by law.

(d) There is no export or import related proceeding, investigation or inquiry pending, or to the Knowledge of Parent, threatened against either Company or any officer or director of either Company (in their capacity as an officer or director of either Company) by or before (or, in the case of a threatened matter, that would come before) any Governmental Entity.

(e) Each Company complies with all applicable: (i) Privacy Laws; (ii) Company privacy and data security policy, procedure, statement or notice; (iii) decrees or orders by any Governmental Entity relating to Privacy Laws or Personally Identifiable Information; and (iv) Contracts entered into by either Company regarding compliance with Privacy Laws or relating to Personally Identifiable Information.

(f) There is no Legal Proceeding by or against either Company pending or, to the Knowledge of Parent, threatened involving any Privacy Law or either Company’s Processing of Personally Identifiable Information.

(g) Neither Company is subject to any decree or order by any Governmental Entity or equivalent mandate naming or specifically directed to such Company relating to Privacy Laws or either Company’s Processing of Personally Identifiable Information.

(h) Neither Company has experienced an Information Security Incident in the past five years and, to the Knowledge of Parent, with respect to Personally Identifiable Information Processed by either Company, no service provider that Processes Personally Identifiable Information on behalf of either Company, has experienced an Information Security Incident in the past five years.

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(i) The Companies have established controls designed to ensure the confidentiality of Personally Identifiable Information and designed to ensure that Personally Identifiable Information is not Processed or disclosed in violation of any applicable Privacy Law or Contract. The Companies have developed and implemented and maintain appropriate security procedures and practices to protect against Information Security Incidents. To the extent required by Applicable Law or Contract, the Companies have developed and implemented and maintain a comprehensive written information security program that includes appropriate administrative, technical and physical safeguards and other security measures designed to (i) ensure the security and confidentiality of Personally Identifiable Information, (ii) protect against any anticipated threats or hazards to the security and integrity of Personally Identifiable Information and (iii) protect against any Information Security Incident and unauthorized access to, acquisition of, or use of the data processing equipment used to Process Personally Identifiable Information. Each Company is a Level 4 Merchant and is in compliance with the Payment Card Industry Data Security Standard v.1.2 to the extent applicable to a Level 4 Merchant. The security measures adopted by each Company are appropriate in light of the level of harm that the Company reasonably believes might be suffered as a result of an Information Security Incident or other data incident (including unauthorized or unlawful Processing or accidental loss, destruction, alteration or damage of Personally Identifiable Information).

2.8 Certain Payments . Within the last three years, the Companies have not and, to the Knowledge of Parent, no current or former director, executive, officer, representative, agent or employee of either Company (when acting in such capacity or otherwise on behalf of such Company) has (a) used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees; (c) violated or is violating any provision of the Foreign Corrupt Practices Act of 1977 of the United States (the " FCPA "); (d) established or maintained, or is maintaining, any unlawful or unrecorded fund of corporate monies or other properties; or (e) made any bribe, rebate, payoff, influence payment, kickback or other similar or unlawful payment of any nature using corporate funds or otherwise on behalf of such Company. Each Company has established reasonable internal controls and procedures intended to ensure compliance with the FCPA.

2.9 Litigation . Except as set forth on Schedule 2.9 , there is no claim, action, suit or proceeding, or governmental inquiry or investigation (each, a " Legal Proceeding "), pending, or to the Knowledge of Parent, threatened, against or relating to either Company or its business or assets, nor to the Knowledge of Parent is there any basis for any such Legal Proceeding. Except as set forth on Schedule 2.9 , neither Company has been a party to any Legal Proceeding during the past five years, nor has Parent or any of its Affiliates (other than the Companies) been a party to any Legal Proceeding during the past five years relating to either Company or its business or assets, other than (a) any Legal Proceeding in which the amount in controversy was less than $2,000 (and no relief that was injunctive, equitable or non-monetary in nature was being sought) individually and, together with all other such Legal Proceedings, less than $10,000 in the aggregate and (b) any collection action against a customer of Parent or any of its Affiliates related to the Business for an amount less than $7,500 individually unless (i) when taken together with all other such collection actions within the last two years against such customer, the aggregate amount of all such collection actions exceeds $7,500 or (ii) when taken together with all other collection actions within the last two years against any customers (other than collection actions

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connected with Legal Proceedings otherwise disclosed on Schedule 2.9 ), the aggregate amount of all such collection actions exceeds $10,000. There is no injunction, judgment, decree or order against (a) either Company or (b) Parent or any of its Affiliates (other than the Companies) relating to either Company or its business or assets. Schedule 2.9 sets forth a list of all litigation that either Company has pending or threatened against other parties.

2.10 Taxes .

(a) (i) Except as set forth on Schedule 2.10(a) , all Tax Returns that were required to be filed by or with respect to each Company have been duly and timely filed; (ii) all items of income, gain, loss, deduction and credit or other items (" Tax Items ") required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return is true, correct and complete; (iii) all Taxes owed by the Companies or for which either Company may be liable that are or have become due have been timely paid in full; (iv) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax; (v) all Tax withholding and deposit requirements imposed on or with respect to the Companies have been satisfied in full in all respects; (vi) there are no Liens on any of the assets of either Company that arose in connection with any failure (or alleged failure) to pay any Tax; and (vii) neither Company is liable for any Tax as a transferee or successor.

(b) There is no claim against either Company for any Taxes, and no assessment, deficiency, or adjustment has been asserted, proposed, or, to the Knowledge of Parent, threatened with respect to any Tax Return of or with respect to either Company, other than those sets forth (and as to which true and complete copies of all audit or similar reports have been provided or made available to Buyer) on Schedule 2.10(b) . No Tax audits or administrative or judicial proceedings are being conducted, pending or, to the Knowledge of Parent, threatened with respect to either Company, other than those set forth (and as to which true and complete copies of all correspondence to or from the relevant Governmental Entity pertaining thereto have been provided or made available to Buyer) on Schedule 2.10(b) . No claim has ever been made by an authority in a jurisdiction where either Company does not file Tax Returns that it is or may be subject to taxation in that jurisdiction.

(c) Except as set forth Schedule 2.10(c) , there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to either Company or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to either Company.

(d) Neither Company is a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangement.

(e) Neither Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any

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corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

(f) Neither Company has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise other than the members of the federal income Tax Consolidated Group of which Parent is the common parent. Other than the federal income Tax Consolidated Group of which Parent is the common parent, neither Company is or has ever been a member of an affiliated, consolidated, combined or unitary group filing for federal or state income tax purposes. Each Company is a member of an "affiliated group" (as defined in Section 1504 of the Code) of which Parent is the common parent and which has in effect a valid election to file consolidated federal income Tax Returns.

(g) The aggregate net operating losses of the Consolidated Group of which Parent is the common parent that are apportioned to each of the Companies under Treasury Regulation Section 1.1502-21 and that will be carried forward from the Tax period ending on the Closing Date to Buyer’s federal income tax consolidated group for the Tax period that includes the Closing Date (assuming no Section 338(h)(10) Election is made with respect to such Company) will be no less than the amounts set forth on Schedule 2.10(g) , no portion of any such net operating loss carryforward will expire within the next ten years, and no such net operating loss carryforward is subject to any limitation under Section 382 of the Code (other than by reason of the transactions contemplated by this Agreement).

(h) Neither Company has participated, within the meaning of Treasury Regulations Section 1.6011-4(c), in (i) any "reportable transaction" within the meaning of Section 6011 of the Code and the Treasury Regulations thereunder; (ii) any "confidential corporate tax shelter" within the meaning of Section 6111 of the Code and the Treasury Regulations thereunder; or (iii) any "potentially abusive tax shelter" within the meaning of Section 6112 of the Code and the Treasury Regulations thereunder. Each Company has disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code (or any similar provision of state, local or foreign law).

(i) There is no material property or obligation of either Company, including uncashed checks to vendors, customers, or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable to any state or municipality under any applicable escheatment laws as of the date hereof or that may at any time after the date hereof become escheatable to any state or municipality under any applicable escheatment laws.

(j) Neither Company is subject to Tax in any jurisdiction, other than the country in which it is organized, by virtue of having a permanent establishment, fixed place of business, or otherwise. All payments by, to or between either Company comply with all applicable transfer pricing requirements imposed by any Governmental Entity, and Seller has made available to Buyer accurate and complete copies of all transfer pricing documentation prepared pursuant to Treasury Regulation Section 1.6662-6 (or any similar foreign statutory, regulatory, or administrative provision) by or with respect to each Company during the past five years.

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(k) Neither Company has made any payments, is obligated to make any payments, or is a party to any plan or agreement that under certain circumstances could obligate it to make any payments that would not be deductible under Sections 280G (determined without regard to the exceptions contained in Sections 280G(b)(4) and 280G(b)(5)) or 404 of the Code.

(l) The provision for Taxes set forth on the balance sheets included in the Financial Statements are sufficient for all accrued and unpaid Taxes, whether asserted or unasserted, contingent or otherwise, as of the dates thereof. The Companies have not incurred any liabilities for Taxes since those dates (i) arising from extraordinary gains or losses, as that term is used in GAAP, (ii) outside the ordinary course of business or (iii) inconsistent with past custom or practice.

(m) Neither Company has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(n) Neither Company is, or has been during the applicable time period set forth in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(o) For purposes of this Section 2.10 , references to a Company shall be deemed to include any predecessor of such Company or any Subsidiary or any Person from which such Company or any Subsidiary incurs a liability for Taxes by contract or law.

2.11 Employment Matters .

(a) To the Knowledge of Parent, no executive, key employee, group of employees, managing director, practice director or manager of either Company has any plan or intention to terminate employment with such Company.

(b) No third party has claimed in writing to Parent, either Seller or either Company or, to the Knowledge of Parent, has reason to claim that any employee or other Person affiliated with either Company (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such third party; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such third party; or (iii) has interfered in the employment relationship between such third party and any of its present or former employees. To the Knowledge of Parent, no Person employed by or affiliated with either Company has employed or proposed to employ any Trade Secret, information or documentation proprietary to any former employer or violated any confidential relationship with any third party in connection with the development, manufacture or sale of any product or proposed product, or the development or sale of any service or proposed service, of either Company.

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(c) None of the employees of either Company is represented by a labor union, and neither Company is subject to any collective bargaining or similar agreement with respect to any of its employees. There is no labor dispute, strike, work stoppage or other labor trouble (including any organizational drive) against either Company pending or, to the Knowledge of Parent, threatened. Neither Company has agreed to recognize any labor union or other collective bargaining representative, nor has any labor union or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of either Company. There is no question concerning representation as to any labor union or other collective bargaining representative with respect to any employees of either Company, and, to the Knowledge of Parent, no labor union or other collective bargaining representative claims to or is seeking to represent any employees of either Company. To the Knowledge of Parent, no union organizational campaign or representation petition is currently pending with respect to any employees of either Company.

(d) Neither Company, nor to the Knowledge of Parent, any employee or representative of either Company, has committed or engaged in any unfair labor practice in connection with the conduct of the business of the Companies, and there is no action, suit, claim, charge or complaint against either Company pending or, to the Knowledge of Parent, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee of either Company, including charges of unfair labor practices or discrimination complaints. Each Company has taken affirmative steps to ensure compliance with, and is in compliance in all material respects with, all Applicable Laws relating to employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages and overtime, leaves of absence, immigration, employee benefits and affirmative action. To the Knowledge of Parent, all employees of each Company are lawfully authorized to work in the jurisdiction in which they are employed according to applicable immigration laws.

(e) Neither Company has had any plant closings, mass layoffs or other terminations of employees of either Company which would create any obligations upon or liabilities for either Company under the Worker Adjustment and Retraining Notification Act or similar laws. Each Company is not a party to any agreements or arrangements or subject to any requirement that in any manner restricts such Company from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of such Company, subject to Applicable Law.

(f) Schedule 2.11(f) sets forth a complete and accurate list of the names of all individuals who are employees of the Companies as of the date of this Agreement specifying:

(i) With respect to the hourly employees, the title, the rate of hourly pay and whether or not such employee is absent for any reason such as lay-off, leave of absence or workers’ compensation;

(ii) With respect to salaried employees, the title, the rate of salary and commission or bonus structure for each such employee; and

(iii) With respect to each employee listed, the date of hire and a list of all agreements affecting such Person’s employment, including a description of the material compensation arrangement, and whether or not such employee is absent for any reason such as lay-off, leave of absence or workers’ compensation.

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(g) Except as set forth on Schedule 2.11(g) , the employees listed on Schedule 2.11(f) represent all of the employees of Parent or any of their Affiliates involved in the conduct or operation of the Business.

2.12 Employee Benefit Plans .

(a) Schedule 2.12(a) sets forth a list of each Employee Benefit Plan that either Company or any ERISA Affiliate maintains or to which either Company or any ERISA Affiliate contributes or is a participating employer and in which any employee of a Company, former employee of a Company, service provider to a Company or former service provider to a Company participates or is owed benefits under (collectively, the " Company Benefit Plans "). With respect to each Company Benefit Plan, Parent has delivered to Buyer true and complete copies of all plan documents and summary plan descriptions, the most recent determination letter (or opinion letter) received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements associated with such Company Benefit Plan.

(b) With respect to each Company Benefit Plan (and each related trust, insurance contract or fund), no event has occurred and to the Knowledge of Parent, there exists no condition or set of circumstances, in connection with which either Company or any ERISA Affiliate would be subject to any liability under ERISA, the Code, or any other Applicable Law.

(c) Each Company Benefit Plan (and each related trust, insurance contract or fund) has been administered and operated in accordance with the terms of the applicable controlling documents and with the applicable provisions of ERISA, the Code and all other Applicable Laws. Each Company Benefit Plan (including any material amendments thereto) that is capable of approval by, or registration for or qualification for special tax status with, the appropriate taxation, social security or supervisory authorities in the relevant jurisdiction has received such approval, registration or qualification or there remains a period of time in which to obtain such approval, registration or qualification retroactive to the date of any material amendment that has not previously received such approval, registration or qualification.

(d) All required reports, descriptions and disclosures have been filed or distributed appropriately and in accordance with Applicable Law with respect to each Company Benefit Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code have been met with respect to each Company Benefit Plan that is a group health plan.

(e) All contributions (including all employer contributions and employee salary reduction contributions) that are due and owing have been timely paid to each Company Benefit Plan (or related trust or held in the general assets of a Company and accrued, as appropriate), and all contributions for any period ending on or before the Closing Date that are not yet due have been paid to each Company Benefit Plan (or related trust) or accrued in accordance with GAAP. Except as set forth on Schedule 2.12(e) , all premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Benefit Plan that is an Employee Welfare Benefit Plan.

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(f) Each Company Benefit Plan that is an Employee Pension Benefit Plan and that is intended to meet the requirements of a "qualified plan" under Section 401(a) of the Code meets such requirements and has either received or applied for (or has time remaining to apply for) a favorable determination letter (or, in the case of a prototype plan, an opinion letter) from the Internal Revenue Service within the applicable remedial amendment periods, and no such determination letter or advisory letter has been revoked nor has revocation been threatened.

(g) No Employee Benefit Plan maintained or contributed to during the six year period preceding the Closing Date by either Company or any ERISA Affiliate is subject to the minimum funding requirements of Section 412 of the Code or subject to Title IV of ERISA.

(h) Neither Company maintains or contributes to, and neither Company has ever maintained or contributed to, any Employee Welfare Benefit Plan providing medical, health or life insurance or other welfare type benefits for current or future retired or terminated employees, their spouses or their dependents (other than in accordance with Section 4980B of the Code) that cannot be unilaterally terminated by a Company.

(i) No Company or ERISA Affiliate, nor to the Knowledge of Parent, any employee or representative of either Company or any ERISA Affiliate, has made any oral or written representation or commitment with respect to any aspect of any Company Benefit Plan that is not in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plan. No Company or ERISA Affiliate has entered into any Contract with any trade union, works council or other employee representative body or any number or category of its employees that would prevent, restrict or impede the implementation of any lay off, redundancy, severance or similar program within its or their respective workforces (or any part of them).

(j) To the Knowledge of Parent, there are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced with respect to any such claim or dispute. There is no matter pending (other than routine qualification determination filings) with respect to any Company Benefit Plan before the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or other Governmental Entity.

(k) With respect to each Company Benefit Plan that either Company or any ERISA Affiliate maintains or ever has maintained or to which any of them contributes or has ever contributed:

(i) There have been no Prohibited Transactions with respect to any such Company Benefit Plan that would subject either Company to a tax or penalty imposed pursuant to Section 4975 of the Code or Section 502(c), (i) or (l) of ERISA.

(ii) Neither Company (by way of indemnification, directly or otherwise) and, to the Knowledge of Parent, no Fiduciary has any liability for breach of fiduciary duty or any failure to act or comply in connection with the administration or investment of the assets of any Company Benefit Plan.

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(iii) No action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of any Company Benefit Plan (other than routine claims for benefits) is pending or, to the Knowledge of Parent, threatened, and to the Knowledge of Parent, there is no basis for any such action, suit, proceeding, hearing or investigation.

(l) Neither the execution and delivery of this Agreement or any other Transaction Document to which either Company is a party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any officer, director or employee of either Company; (ii) materially increase any benefits otherwise payable by either Company; or (iii) result in the acceleration of the time of payment or vesting of any such benefits, in each case, whether or not some other subsequent action or event would be required to cause such payment, acceleration or other provision to be triggered.

(m) No Company Benefit Plan is funded with or allows for payments, investments or distributions in any employer security of a Company, including, but not limited to, employer securities as defined in Section 407(d)(1) of ERISA, or employer real property as defined in Section 407(d)(2) or ERISA.

(n) Neither Company nor any ERISA Affiliate contributes to, or has any obligation to contribute to, or has any liability (including withdrawal liability as defined in Section 4201 of ERISA) under or with respect to any (i) Employee Benefit Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA or (ii) any Multiemployer Plan.

(o) No asset of either Company is subject to any Lien under ERISA or the Code.

(p) Neither Company nor any ERISA Affiliate employs any employee in, or sponsors, maintains or contributes to any Employee Benefit Plans subject to the jurisdiction of, a country other than the United States.

2.13 Intellectual Property and Related Matters .

(a) Schedule 2.13(a) sets forth a list of all of the registered Trademarks, Copyrights, issued Patents, domain names, all material unregistered Copyrights, material unregistered Trademarks, all applications for any of the foregoing owned by the Companies, and any proceeding or actions before any Governmental Entity (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) in which any of either Company’s Intellectual Property is involved (collectively, the " Registered Intellectual Property ").

(b) Except as set forth on Schedule 2.13(b) , each Company (i) exclusively owns all of its Registered Intellectual Property, free and clear of all (A) Liens (other than Permitted Encumbrances), (B) exclusive licenses granted to third parties, (C) non-exclusive licenses not granted in the ordinary course of business and (D) other encumbrances (collectively, " IP Restrictions "), and (ii) owns or has the right or license to use, free and clear of all IP Restrictions, all of the Intellectual Property used in, necessary for or which would be infringed by, the conduct or operation of its Business (collectively, " Company Intellectual Property "). To the Knowledge

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of Parent, the Registered Intellectual Property and the Company Intellectual Property that is owned, purportedly owned or exclusively licensed to the Companies (collectively, the " Company Owned Intellectual Property ") is valid and enforceable. None of the Company Owned Intellectual Property has lapsed or entered the public domain. No third party owns or has any rights to the Company Owned Intellectual Property. Except as set forth on Schedule 2.13(b) , the consummation of the transactions contemplated by this Agreement will not (i) affect the ownership or use of the Company Intellectual Property or the license to use the Intellectual Property licensed to either Company, or (ii) restrict the use of any Registered Intellectual Property in any geographic area during any period of time or in any segment of any market.

(c) Except as set forth on Schedule 2.13(c) , (i) there are no pending Legal Proceedings alleging that either Company is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of a Person or that seek to limit or challenge the validity, enforceability, ownership or use of the Company Intellectual Property; (ii) neither Company has received any claim from any Person alleging that such Company is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any Person; (iii) to the Knowledge of Parent, no third party has orally threatened Legal Proceedings alleging that either Company is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of a Person or that seek to limit or challenge the validity, enforceability, ownership or use of the Company Intellectual Property; and (iv) to the Knowledge of Parent, neither Company has infringed, misappropriated, diluted or otherwise violated the Intellectual Property of any Person.

(d) Except as set forth on Schedule 2.13(d) , to the Knowledge of Parent, no Person is engaging in any activity that infringes upon, dilutes, or otherwise violates the Company Intellectual Property or misappropriates the Trade Secrets of either Company.

(e) Each Company takes reasonable actions to protect, preserve and maintain the confidentiality of Trade Secrets (including source code) owned by or licensed to such Company. Each item of the Registered Intellectual Property is currently in compliance with all Applicable Law and is valid and subsisting (or in the case of applications, applied for) and all necessary registration, maintenance and renewal fees currently due in connection with the Registered Intellectual Property have been made except where the failure to file will not cause Material Adverse Effect. Except for the employees set forth on Schedule 2.13(e) (which employees are not involved in conception, development, authoring, creation, or reduction to practice of any Intellectual Property, Software or future products of such Company other than in connection with "work for hire" work product developed under a letter of engagement for a customer of a Company), all employees, contractors and agents of each Company involved in the conception, development, authoring, creation, or reduction to practice of any Intellectual Property, Software or future products of such Company have executed valid intellectual property assignment and confidentiality agreements for the benefit of such Company, and Seller has provided or made available copies of such agreements to Buyer. Each Trademark set forth on Schedule 2.13(e) is in full force and effect, has not been canceled, expired, abandoned, or made the subject of any opposition, cancellation, reissue, reexamination, interference, or equivalent proceeding, and is valid and enforceable. Each material unregistered Trademark owned or used by either Company is set forth on Schedule 2.13(e) , has not been abandoned and is valid and enforceable.

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(f) No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of the Company Owned Intellectual Property and no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to the Company Owned Intellectual Property.

(g) Each Company owns, leases or licenses all Computer Systems that are necessary for the operations of its business. In the past 12 months, there has been no failure or other material substandard performance of any Computer Systems which has caused any material disruption to the business of either Company. Each Company has taken commercially reasonable steps to provide for the back up and recovery of data and information and have commercially reasonable disaster recovery plans, procedures and facilities and, as applicable, has taken commercially reasonable steps to implement such plans and procedures. Each Company has taken reasonable actions to protect the integrity and security of its Computer Systems and the software information stored thereon from unauthorized use, access, or modification by third parties. To the Knowledge of Parent, the Computer Systems do not contain any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" (as these terms are commonly used in the computer software industry), or other software routines or hardware components intentionally designed to permit unauthorized access, to disable or erase software, hardware, or data, or to perform any other similar type of unauthorized activities.

(h) Schedule 2.13(h) sets forth a list of all material Software developed by or for each Company. The Software developed by or for each Company does not contain, and is not distributed with, any software or other material that is distributed under licensing or distribution terms which may require disclosure or licensing of source code of any modifications, changes or combinations (e.g. the GNU General Public License and the GNU Lesser Public License) (" Open Source Materials "). Neither Company has used Open Source Materials in such a way that creates, or purports to create, obligations for such Company with respect to any Company Owned Intellectual Property or grants, or purports to grant, to any third party, any rights or immunities related to any Company Owned Intellectual Property. Each Company has fully complied with all terms and conditions applicable to any Open Source Materials.

(i) Schedule 2.13(i) sets forth a complete and accurate list of each Person that has a copy of each Company’s source code, including the source code for the Software set forth on Schedule 2.13(i) ; all of such Persons have executed valid confidentiality agreements with respect to such source code, none of which confidentiality agreements, to the Knowledge of Parent, has been breached.

(j) No current or former stockholder, partner, director, officer, or employee of either Company will, after giving effect to each of the transactions contemplated herein, own or retain any rights in or to, have the right to receive any royalty or other payment with respect to, any of the Intellectual Property used or owned by either Company.

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(k) Schedule 2.13(k) sets forth a list of each Contract involving a license, non-assertion, royalty, or consent or other similar agreement regarding Company Intellectual Property and material Trade Secrets, including agreements involving software.

(l) Except as set forth on Schedule 2.13(l) , no third party that has licensed Intellectual Property to either Company has ownership rights or license rights to improvements or derivative works made by such Company in such Intellectual Property that has been licensed to such Company.

(m) There are no Contracts between a Company and any other Person with respect to Company Intellectual Property or any other Intellectual Property used in or necessary to the conduct of the business of the Companies as it is currently conducted or planned to be conducted under which there is any dispute regarding the scope of such Contract, or performance under such Contract, including with respect to any payments to be made or received by a Company thereunder.

2.14 Title to Property and Assets .

(a) Each Company has good and marketable title to, or valid leasehold interests in, all Personal Property used or held for use in its business or reflected in the Financial Statements. Such Personal Property constitutes all Personal Property necessary to conduct the business of the Companies as it is presently conducted and operated, including the Business. None of such Personal Property is owned by any other Person, including Parent or any of its Affiliates (other than the Companies), without a valid and enforceable perpetual right of the applicable Company to use and possess such Personal Property. Except as set forth on Schedule 2.14(a) , no properties or assets of any type of either Company is subject to any Lien of any nature whatsoever, other than Permitted Encumbrances. Except as set forth on Schedule 2.14(a) , the Personal Property (i) is in good operating condition and repair (ordinary wear and tear excepted); (ii) is available for immediate use in the business and operation of the Companies’ business as currently conducted; and (iii) permits each Company to operate in accordance with Applicable Laws in all material respects.

(b) The Companies have sole and exclusive ownership, free and clear of any Liens, or the valid right to use, unrestricted by Contract, all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to current and former customers of the Companies. No Person other than the Companies possesses any licenses, claims or rights with respect to the use of any such customer information owned by the Companies.

(c) Each Company does not own any real property, nor has such Company ever owned any real property. Each Company has valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by such Company (collectively, including the improvements thereon, the " Company Leased Real Property ") free and clear of all Liens, except Permitted Encumbrances. As of the date of this Agreement, there does not exist any pending or, to the Knowledge of Parent, threatened, condemnation or eminent domain proceedings that affect any of the Company Leased Real Property.

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(d) Except as set forth on Schedule 2.14(d) , since September 30, 2008, the Companies have not sold, leased, disposed of or transferred or moved to another location (whether by merger, consolidation, or the sale of an equity interest or assets) any tangible asset having a replacement value of $2,000 or more individually or in the aggregate with any other tangible assets sold, leased, disposed of or transferred or moved to another location (whether by merger, consolidation or the sale of an equity interest or assets).

(e) Except as set forth on Schedule 2.14(e)(i) , the assets and properties of the Companies (including the Company Intellectual Property and the Companies’ Personal Property and Contracts) (i) together with the rights and services to be provided by Seller or an Affiliate of Seller to Buyer or the Companies under the Transition Services Agreement, constitute all the properties, assets and rights used in, held for use in, material to or necessary for the conduct and operation of the Business, and (ii) include the assets set forth on Schedule 2.14(e)(ii) .

2.15 Brokers’ and Finders’ Fees . Except as set forth on Schedule 2.15 , neither Company has incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any other Transaction Document to which either Company, Parent or either Seller is a party or any transaction contemplated hereby or thereby.

2.16 Restrictions on Business Activities . Other than as set forth on Schedule 2.16 , neither Company, Parent or any of their respective Affiliates is a party to or bound by any Contract under which a Company is, or Buyer or any of its Affiliates after the Closing will be, restricted from selling, licensing or otherwise distributing any of its technology or products or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of any market.

2.17 Environmental Matters .

(a) Each Company is and has at all times been in compliance with all Environmental Laws in all material respects, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been made, given, filed or commenced (or, to the Knowledge of Parent, threatened) by any Person against either Company alleging any failure to comply with any Environmental Law or seeking contribution towards, or participation in, any remediation of any contamination of any property or thing with Hazardous Materials. Each Company has obtained, and is and has at all times been in compliance in all material respects with all of the terms and conditions of, all Permits that are required under any Environmental Law and has at all times complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables that are contained in any applicable Environmental Law.

(b) To the Knowledge of Parent, no physical condition exists on or under any property that may have been caused by or impacted by the operations or activities of either Company that could reasonably be expected to give rise to any investigative, remedial or other obligation under any Environmental Law or that could reasonably be expected to result in any kind of liability to any third party claiming damage to Person or property as a result of such physical condition.

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(c) All properties and equipment used in the business of the Companies are and have been free of Hazardous Materials except for any Hazardous Materials in small quantities found in products used by a Company for office or janitorial purposes in compliance with Environmental Law.

(d) Parent has provided to Buyer true and complete copies of all internal and external environmental audits and studies in its possession or control relating to either Company and its operations and all correspondence on substantial environmental matters relating to either Company and its operations.

2.18 Significant Contracts .

(a) Schedule 2.18(a) sets forth a true and complete list, as of the date of this Agreement, of: (i) each agreement to which a Company is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act if such a registration statement was filed by such Company on the date of this Agreement; (ii) any Contract that requires or contemplates future expenditures by a Company of $50,000 or more, that requires payments to a Company of $50,000 (except where such Company has no continuing obligations to perform services) or more or that might result in payments to a Company of $50,000 or more pursuant to active statements of work; (iii) any Contract that (A) requires or contemplates future expenditures by a Company of $10,000 or more individually or $50,000 or more in the aggregate with any other such Contract, (B) requires payments to a Company of $10,000 or more individually or $50,000 or more in the aggregate (in each case except where such Company has no continuing obligations to perform services) with any other such Contract or (C) might result in payments to a Company pursuant to active statements of work of $10,000 or more individually or $50,000 or more in the aggregate with any other such Contract (other than Contracts that are on one of the Companies’ standard form agreements substantially in the forms attached as Exhibit C-1 or Exhibit C-2 ), in each case that is not terminable without penalty on notice of 90 days or less; (iv) each lease, lease guaranty, sublease or other Contract for the leasing, use or occupancy of the Company Leased Real Property (each, a "Company Real Property Lease") and each Contract or other right pursuant to which a Company uses or possesses any material Personal Property (other than Personal Property owned by a Company); (v) any Contract with or otherwise for the benefit of any securityholder, director, officer or employee of a Company, or any member of his or her immediate family or, to the Knowledge of Parent, any Affiliate of any of such Persons, including any Contract providing for the furnishing of services by, rental of real or personal property from or otherwise requiring payments to or for the benefit of any such Person; (vi) any Contract containing any covenant (A) limiting the right of a Company to engage in any line of business, make use of any Intellectual Property or compete with any Person in any line of business; (B) granting any exclusive distribution or supply rights; or (C) otherwise having an adverse effect on the right of a Company to sell, license, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies; (vii) any Contract between a Company and any current or former employee, consultant or director of a Company pursuant to which benefits would vest or amounts would become payable or the terms of which would otherwise be altered by virtue of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents to which a Company is a party (whether alone or

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upon the occurrence of any additional or subsequent events); (viii) any material Contract that requires a consent to a change of control, merger or an assignment by operation of law, either before or after the Closing Date; or (ix) any other Contract, or group of related Contracts with a single entity and its Affiliates, the termination or breach of which would have, or would be reasonably likely to have, a Material Adverse Effect (collectively, the "Significant Contracts").

(b) All Significant Contracts are in full force and effect. Other than as set forth on Schedule 2.18(b) , all Significant Contracts are valid and enforceable, neither Company nor, to the Knowledge of Parent, any other party thereto is in default under any Significant Contract, and no circumstan