AGREEMENT AND PLAN OF MERGER

Section 1.1. Definitions.

Section 2.1. The Merger

Section 2.2. Effective Time

Section 2.3. Filing of Articles of Merger

Section 2.4. Certain Effects of the Merger7

Section 2.5. Governing Documents

Section 2.6. Directors and Officers

Section 2.7. Approval

Section 2.8. Modification

Section 2.9. Closing

Section 3.1. Effect on Capital Stock

Section 3.2. Exchange Procedures.

Section 4.1. Organization, Standing and Power.

Section 4.2. Authority; No Conflicts.

Section 4.3. Capital Stock; Subsidiaries.

Section 4.4. Absence of Undisclosed Liabilities

Section 4.5. Absence of Certain Changes or Events

Section 4.6. Tax Matters.

Section 4.7. Assets

Section 4.8. Insurance

Section 4.9. Securities Portfolio and Investments

Section 4.10. Environmental Matters

Section 4.11. Compliance with Laws.

Section 4.12. Labor Relations

Section 4.13. Employee Benefit Plans.

Section 4.14. Material Contracts.

Section 4.15. Legal Proceedings

Section 4.16. Reports

Section 4.17. Registration Statement

Section 4.18. Accounting, Tax, and Regulatory Matters

Section 4.19. State Takeover Laws

Section 4.20. Registration Obligations

Section 4.26. Commissions

Section 4.27. Intellectual Property

Section 4.28. Relationships

Section 4.29. Certain Payments

Section 4.30. Books and Records

Section 4.31. Representations Not Misleading

Section 5.1. Organization, Standing and Power.

Section 5.2. Authority; No Conflicts.

Section 5.3. Capitalization.

Section 5.4. SEC Filings; Parent Financial Statements.

Section 5.5. Absence of Undisclosed Liabilities

Section 5.6. Absence of Certain Changes Or Events

Section 5.7. Compliance With Laws.

Section 5.8. Legal Proceedings

Section 5.9. Proxy/Registration Statement

Section 5.10. Tax, And Regulatory Matters

Section 5.11. Commissions

Section 5.12. Tax Matters.

Section 6.1. Conduct of Business by the Company Pending the Merger

Section 6.2. Consents

Section 6.3. Other Offers

Section 6.4. Access to Information.

Section 6.5. Environmental Survey

Section 6.6. Confidentiality

Section 6.7. Publicity

Section 7.1. Directors

Section 7.2. Reservation of Shares of Parent Common Stock

Section 7.3. Registration Statement and Proxy Statement.

Section 7.4. Parent Shareholders’ Meeting

Section 7.5. Employees.

Section 7.6. Reorganization for Tax Purposes

Section 7.7. Notification

Section 7.8. Consummation of Agreement

Section 7.9. Affiliates: Restrictive Legend

Section 7.10. Directors’ and Officers’ Insurance and Indemnification.

Section 8.1. Mutual Conditions

Section 8.2. Conditions to the Obligations of the Company and the Shareholders

Section 8.3. Conditions to the Obligations of Parent and Merger Sub

Section 9.1. Termination

Section 9.2. Procedure and Effect of Termination

Section 10.1. The Shareholder’s Indemnity Obligations

Section 10.2. Parent’s Indemnity Obligations

Section 10.3. Indemnification Procedures

Section 10.4. Determination of Indemnified Amounts

Section 10.5. Limitation of Shareholder’s Liability.

Section 10.6. Limitation of Parent’s Liability.

Section 10.7. Limitation on Indemnified Amounts

Section 11.1. Expenses

Section 11.2. Survival of Representations

Section 11.3. Amendment and Modification

Section 11.4. Waiver of Compliance; Consents

Section 11.5. Notices

Section 11.6. Assignment

Section 11.7. Separable Provisions

Section 11.8. Governing Law

Section 11.9. Counterparts

Section 11.10. Interpretation

Section 11.11. Entire Agreement

Exhibit A   Form of Affiliate Letter

ARTICLE I   

Section 1.1.    Definitions .  

(a)    As used in this Agreement, the following terms have the following meanings:

(i)    “ Affiliate ” means, with respect to any Person, each of the Persons that directly or indirectly, through one or more intermediaries, owns or controls, or is controlled by or under common control with, such Person. For the purpose of this Agreement,   “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise.

(ii)    Without limiting the foregoing, as used with respect to the Company, the term   “ Affiliates ” includes the Company’s Subsidiaries.

(iii)    “ Assets ” means all of the assets, properties, businesses and rights of a Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, whether or not carried on any books and records of such Person, whether or not owned in such Person’s name and wherever located.

(iv)    “ Benefit Plans ” means all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, restricted stock, severance pay, vacation, bonus, or other incentive plan, all other written employee programs or agreements, all medical, vision, dental, or other health plans, welfare plans, all life insurance plans, and all other employee benefit plans, arrangements, fringe benefit plans or perquisites, whether written or unwritten, including without limitation “employee benefit plans” as that term is defined in Section 3(3) of ERISA maintained by, sponsored in whole or in part by, or contributed to by, a Person or any of its subsidiaries for the benefit of employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries and under which employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries are eligible to participate.

(v)    “ Business Day ” means any day excluding (i) Saturday, (ii) Sunday and (iii) any day that is a legal holiday in the State of Texas.

(vi)    “ Cause ” means: (i) any act of an employee in connection with his or her employment and relating to Parent’s or its Subsidiaries’ business including, but not limited to, negligence, which is materially detrimental to Parent’s or its Subsidiaries’ interests; (ii) any act of misconduct, unlawfulness or dishonesty by an employee in connection with his or her employment which is detrimental to Parent’s or its Subsidiaries’ interests; (iii) an employee’s unsatisfactory job performance or failure to comply with Parent’s or its Subsidiaries’ board of directors’ reasonable directions; or (iv) an employee’s material breach of any agreement between such employee and Parent or its Subsidiaries.

(vii)    “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute of similar import, together with the regulations hereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

(viii)    “ Company Common Stock ” or “ Company   Shares ” means the common stock, $1.00 par value per share, of Ecowood, Inc.

(ix)    “ Consent ” means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person given or granted with respect to any Contract, Law, Order, or Permit.

(x)    “ Contract ” means any agreement, warranty, indenture, mortgage, guaranty, lease, license or other contract, agreement, arrangement, commitment or understanding, written or oral, to which a Person is a party.

(xi)    “ Default ” means (i) any breach or violation of or default under any Contract, Order or Permit (including any noncompliance with restrictions on assignment, where assignment is defined to include a change of control of the parties to this Agreement or any of their Affiliates or the merger or consolidation of any of them with another Person), (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute such a breach or violation of or default under any Contract, Order or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right to terminate or revoke, change the current terms of, or renegotiate, or to accelerate, increase, or impose any Liability under, any Contract, Order or Permit.

(xii)    “ Environmental Claim ” means any claim; litigation; demand; action; cause of action; suit; loss; cost, including, but not limited to, attorneys’ fees, diminution in value, and expert’s fees; damage; punitive damage; fine, penalty, expense, Liability (including without limitation criminal liability and STRICT LIABILITY ), judgment, governmental or private investigation and testing; notification of status of being potentially responsible for clean-up of any facility or for being in violation or potential violation of any Requirement of Environmental Law; proceeding; consent or administrative orders, agreements or decrees; lien; personal injury or death of any person; or property damage, whether threatened, sought, brought or imposed, that is related to or that seeks to recover losses, damages, costs, expenses and/or liabilities related to, or seeks to impose liability for: (i) improper use or treatment of wetlands, pinelands or other protected land or wildlife; (ii) noise; (iii) radioactive materials (including naturally occurring radioactive materials [ @ NORM @ ]; (iv) explosives; (v) pollution, contamination, preservation, protection, decontamination, remediation or clean-up of the air, surface water, groundwater, soil or protected lands; (vi) solid, gaseous or liquid waste generation, handling, discharge, release, threatened release, treatment, storage, disposal or transportation; (vii) exposure of persons or property to Materials of Environmental Concern and the effects thereof; (viii) the release or threatened release (into the indoor or outdoor environment), generation, extraction, mining, beneficiating, manufacture, processing, distribution in commerce, use, application, transfer, transportation, treatment, storage, disposal or Remediation of Materials of Environmental Concern; (ix) injury to, death of or threat to the health or safety of any person or persons caused directly or indirectly by Materials of Environmental Concern; (x) destruction caused directly or indirectly by Materials of Environmental Concern or the release or threatened release of any Materials of Environmental Concern or any property (whether real or personal); (xi) the implementation of spill prevention and/or disaster plans relating to Material of Environmental Concern; (xiii) community right-to-know and other disclosure laws; or (xiii) maintaining, disclosing or reporting information to Governmental Authorities of any other third person under any Environmental Law. The term, A Environmental Claim, @ also includes, without limitation, any losses, damages, costs, expenses and/or liabilities incurred in testing.

(xiii)    “ Environmental Laws ” means any law, treaty, statute, ordinance, rule, regulation, permit, directive, license, approval, guidance, interpretation, order or other legal requirement of any local, state, provincial, national, or international Governmental Authority relating to the protection or preservation of natural resources, human health or the environment, including but not limited to any requirement pertaining to (A) the use, recovery, or harvesting of natural resources or the national or international trade thereof, or (B) the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of materials that are or may constitute a threat to human health or the environment. Without limiting the foregoing, each of the following is an Environmental Law: the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. ss. 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. ss. 1251 et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. ss. 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. ss. 300 et seq.) the Occupational Safety and Health Act (29 U.S.C. ss. 651 et seq.). and the Equator Principles of the International Finance Corporation, as such laws, regulations, and principles have been or are in the future amended or supplemented, and each similar international, national, state or local treaty, principal or statute, and each rule and regulation promulgated under such international, national,, state and local laws.

(xiv)    “Environmental Permit ” means any Permit available under, required by, or issued pursuant to any Environmental Laws

(xv)      “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations there under, in each case as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

(xvi)    “ ERISA Plan ” means any Benefit Plan that is an “employee welfare benefit plan,” as that term is defined in Section 3(l) of ERISA, or an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA.

(xvii)    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(xviii)    “ Generally Accepted Accounting Principles ” or   “ GAAP ” means accounting principles generally accepted in the United States of America as recognized by the Public Company Accounting Oversight Board (PCAOB), as in effect from time to time, consistently applied and maintained on a consistent basis for a Person throughout the period indicated and consistent with such Person’s prior financial practice.

(xix)    “ Governmental Authority ” means any nation, province or state, or any political subdivision thereof, any international or intergovernmental body or tribunal and any agency, department, body, natural person or other entity exercising executive, legislative, regulatory, administrative or judicial functions of or pertaining to government, including Regulatory Authorities.

(xx)    “ IRS ” means the Internal Revenue Service.

(xxi)      “ Knowledge of Parent ” means the knowledge of any of the directors and executive officers of Parent or any of their respective Subsidiaries.

(xxii)    “ Knowledge of the Company ” means the knowledge of any of the directors and executive officers of the Company or any of their respective Subsidiaries.

(xxiii)    “ Law ” means any code, law, ordinance, rule, regulation, reporting or licensing requirement, or statute applicable to a Person or its Assets, Liabilities, business or operations promulgated, interpreted or enforced by any Governmental Authority.

(xxiv)    “ Liability ” means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or un-liquidated, matured or un-matured or otherwise. Whenever used herein, regardless of whether explicitly so qualified, “Liability” shall be deemed to include STRICT LIABILITY arising under Environmental Laws or otherwise.

(xxv)   

(xxvi)    “ Lien ” means, whether contractual or statutory, any conditional sale agreement, participation or repurchase agreement, assignment, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on, or with respect to any property or property interest, other than (i) Liens for current property Taxes not yet due and payable, (ii) easements, restrictions of record and title exceptions that could not reasonably be expected to have a Material Adverse Effect.

(xxvii)    “ Litigation ” means any action, arbitration, cause of action, claim, complaint, criminal prosecution, governmental investigation, inspection, hearing, suit, or administrative or other proceeding, but shall not include regular, periodic examinations of depository institutions and their Affiliates by Regulatory Authorities.

(xxviii)    “ Material ” for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine materiality in that instance.

(xxix)    “ Material Adverse Effect ” on a Person shall mean an event, change, fact, development, condition, effect or occurrence that, individually or together with any other event, change, fact, development, condition, effect or occurrence, has a Material adverse impact on (i) the financial condition, results of operations, properties (including intangible properties), assets (including intangible assets), business prospects, or business of such Person and its subsidiaries, taken as a whole, or (ii) the ability of such Person to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, provided that   “ Material Adverse Effect ” shall not be deemed to include the impact of (a) actions and omissions of a Person (or any of its Affiliates) taken with the prior informed consent of the other Person in contemplation of the transactions contemplated hereby, and (b) the Merger (and the reasonable expenses incurred in connection therewith) and compliance with the provisions of this Agreement on the operating performance of the Persons.

(xxx)    “ Materials of Environmental Concern ” means: (i) those substances included within the statutory and/or regulatory definitions or listings of “hazardous substance,” “medical waste,” “special waste,” “hazardous waste,” “extremely hazardous substance,” “regulated substance,” “hazardous materials,” or “toxic substances,” under any Environmental Law; (ii) any material, waste or substance which is or contains: (A) petroleum, oil or a fraction or constituent thereof, (B) explosives, (C) radioactive materials (including naturally occurring radioactive materials), or (D) solid wastes (as defined pursuant to Environmental Laws); and (iii) such other substances, materials, or wastes that are or become classified or regulated as hazardous or toxic under any applicable federal, state or local law or regulation. To the extent that the laws or regulations of any applicable provincial, state or local jurisdiction establish a meaning for any term defined herein through reference to national Environmental Laws which is broader than the meaning under such national Environmental Laws, such broader meaning shall apply.

(xxxi)      “ Order ” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state, local, foreign or other court, arbitrator, mediator, tribunal, administrative agency or Governmental Authority.

(xxxii)    “ Parent Common Stock ” means the common stock of Analytical Surveys, Inc., no par value per share.

(xxxiii)    “ Pension Plan ” means any ERISA Plan that also is a “defined benefit plan” (as defined in Section 414(j) of the Code or Section 3(35) of ERISA).

(xxxiv)    “ Permit ” means any approval, authorization, certificate, easement, filing, franchise, license, notice, permit, or right issued or granted by any Governmental Authority or that is or may be binding upon or inure to the benefit of any Person or its securities, Assets or business.

(xxxv)    “ Person ” means a corporation, a company, an association, a joint venture, a partnership, an organization, a business, an individual, a trust, a Governmental Authority or any other legal entity.

(xxxvi)    “ Real Property ” means all of the land, buildings, premises, or other real property in which a Person has ownership or possessors rights, whether by title, lease or otherwise (including banking facilities and any foreclosed properties).

(xxxvii)      “ Regulatory Authorities ” means, collectively, the National Association of Securities Dealers and the Securities and Exchange Commission, and all other regulatory agencies having jurisdiction over the parties hereto and their respective Affiliates.

(xxxviii)    “ Remediation ” means any action necessary to: (i) comply with and ensure compliance with the Requirements of Environmental Laws and (ii) the taking of all reasonably necessary precautions to protect against and/or respond to, remove or remediate or monitor the release or threatened release of Materials of Environmental Concern at, on, in, about, under, within or near the air, soil, surface water, groundwater or soil vapor at any facility of the Company or any of its Subsidiaries or of any property affected by the business operations, acts, omissions or Materials of Environmental Concern, of the Company or any of its Subsidiaries.

(xxxix)    “ Requirement(s) of Environmental Law(s) ” means all requirements, conditions, restrictions, or stipulations of, or standards or limitations issued pursuant to, Environmental Laws imposed upon, applicable to, or affecting the Company or any of its Subsidiaries or the assets, properties and/or the business of the Company or any of its Subsidiaries.

(xl)    “ Rights ” shall mean all arrangements, calls, commitments, Contracts, options, rights to subscribe to, scrip, understandings, warrants, or other binding obligations of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of a Person or by which a Person is or may be bound to issue additional shares of its capital stock or other Rights.

(xli)      “ SEC ” means the United States Securities and Exchange Commission.

(xlii)    “ Securities Act ” means the Securities Act of 1933, as amended.

(xliii)    “ Subsidiary ” means, with respect to any Person, each of the Persons that directly or indirectly, through one or more intermediaries, is controlled by such Person.

(xliv)    “ Tax ” or   “ Taxes ” means any and all taxes, charges, fees, levies or other assessments (whether federal, state, local or foreign), including without limitation income, gross receipts, excise, property, estate, sales, use, value added, transfer, license, payroll, franchise, ad valorem, withholding, Social Security and unemployment taxes, as well as any interest, penalties and other additions to such taxes, charges, fees, levies or other assessments.

(xlv)    “ Tax Return ” means any report, return or other information required to be supplied to a taxing authority in connection with Taxes.

(xlvi)    “ Taxable Period ” shall mean any period prescribed by any Governmental Authority, including the United States or any state, local, or foreign government or subdivision or agency thereof for which a Tax Return is required to be filed or Tax is required to be paid.

(b)    The following terms have the meaning set forth in the Sections set forth below:

Acquisition Proposal                                           SECTION 6.3

Affiliates Letters                                                   SECTION 7.9

Agreement                                                             PREAMBLE

Business Combination Transaction                   SECTION 6.3

Certificates                                                             SECTION 3.2(a)

Claim Notice                                                           SECTION 10.3(a)

Closing                                      SECTION 2.8

Closing Date                                  SECTION 2.8

Common Shares Outstanding             SECTION 3.1(a)

Company                                   PREAMBLE

Company Contracts                                              SECTION 4.15(a)

Company Disclosure Schedule              ARTICLE IV

Company Financial Statements              SECTION 4.4

Effective Time                              SECTION 2.2

Election Period                              SECTION 10.3(a)

Environmental Survey                        SECTION 6.5

Indemnified Amounts                        SECTION 10.1

Indemnified Party                          SECTION 10.3(a)

Indemnifying Party                             SECTION 10.3(a)

Indemnity Notice                          SECTION 10.3(b)

Intellectual Property Rights                    SECTION 4.23

Interested Party                             SECTION 6.3

Letter of Transmittal                           SECTION 3.2(a)

Merger                                      SECTION 2.1

Merger Consideration                        SECTION 3.1(a)

Merger Filing                                 SECTION 2.2

Merger Sub                                    PREAMBLE

Parent                                        PREAMBLE

Parent Acquisition                              SECTION 7.11(a)

Parent Financial Statements                    SECTION 5.4(d)

Parent Indemnified Party                   SECTION 10.1

Parent Representatives                      SECTION 6.4

Parent SEC Reports                            SECTION 5.4(b)

Parent Shareholder Approval                 SECTION 7.4

Proxy Statement                                  SECTION 4.18

Registration Statement                                         SECTION 4.18

SEC                                                  SECTION 4.18

Shareholders                                      PREAMBLE

Shareholders’ Indemnified Party                 SECTION 10.2

Surviving Corporation                             SECTION XX

Tail Indemnitees                                                   SECTION 7.11(b)

TBOC                                SECTION 2.1

Third Party Claim                                                  SECTION 10.3(a)

Section 2.1.    The Merger . On the terms and subject to the conditions of this Agreement, and in accordance the Texas Business Organizations Code (“ TBOC ”), Merger Sub shall be merged with and into the Company (the “ Merger ”) as soon as practicable following the satisfaction or waiver, if permissible, of the conditions set forth in Article VIII hereof. Following the Merger, the Company shall continue its existence under Texas law as a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub shall cease. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “ Surviving Corporation ”).

Section 2.2.    Effective Time . The Merger shall be consummated by the filing by the Texas Secretary of State of Articles of Merger, in the form required by and executed in accordance with the relevant provisions of the TBOC (“ Merger Filing ”), and by the issuance of a Certificate of Merger by the Texas Secretary of State. (The date of such issuance and filing or such other time and date as may be specified in the Articles and Certificate of merger shall be the “ Effective Time ”). 

Section 2.3.    Filing of Articles of Merger . At the Closing, Parent and the Company shall cause the Articles of Merger in respect of the Merger to be executed and filed with the Secretary of State of Texas, as required by the TBOC, and shall take any and all other actions and do any and all other things to cause the Merger to become effective as contemplated hereby.

Section 2.4.    Certain Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the TBOC. Without limiting the foregoing, from and after the Effective Time, the Surviving Corporation shall have all the properties, rights, privileges, purposes, and powers and debts, duties, and liabilities of the Company.

Section 2.5.    Governing Documents . The Articles of Incorporation and the By-Laws of ASI Merger Sub, in each case shall be the Articles of Incorporation and By-Laws of the Surviving Corporation. 

Section 2.6.    Directors and Officers . The directors and officers of the Company at the Effective Time shall be the directors and officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Articles of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law; provided however that David Perley shall be appointed to serve as Chief Operating Officer of the Company and shall hold office from the Effective Time until his successor is duly elected or appointed and qualified. At or prior to the Effective Time, Michael Alexander and David Perley shall be appointed to the Board of Directors of Parent and shall hold such position from the Effective Time until their successors are duly elected or appointed in the manner provided in the Article of Incorporation and By-Laws of Parent, or as otherwise prided by law. Immediately after the Effective Time, the Board of Directors of Parent shall appoint Michael Alexander to serve as Chief Executive Officer of Parent, David Perley as Chief Operating Officer of the Parent, and Lori A. Jones to serve as Chief Financial Officer of Parent.

Section 2.7.    Approval . The parties hereto shall take and cause to be taken all action necessary to approve and authorize (i) this Agreement and the other documents contemplated hereby and (ii) the Merger and the other transactions contemplated hereby.

Section 2.8.    Modification . Notwithstanding any provision of this Agreement to the contrary, Parent may elect with the prior written consent of the Company (such consent not to be unreasonably withheld), subject to the receipt of all regulatory approvals, to modify the structure of the transactions contemplated hereby so long as (i) there are no adverse federal income tax consequences to the shareholders of the Company as a result of such modification, (ii) the consideration to be paid to the holders of Company Common Stock under this Agreement is not thereby changed in kind or reduced in amount solely because of such modification, and (iii) such modification will not be likely to materially delay or jeopardize receipt of any required regulatory approvals.

Section 2.9.    Closing . The closing (the “ Closing ”) of the transactions contemplated by this Agreement shall take place at the offices of Locke Liddell & Sapp LLP in Austin, Texas, or any other location mutually agreeable to Parent and the Company, as promptly as practicable (but in any event within five (5) business days) following the date on which the last of the conditions set forth in Article VIII is fulfilled or waived, or at such other time and place as Parent and the Company shall agree. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

Section 3.1.    Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company:

(a)    Conversion of Shares . Each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (“ Common Shares Outstanding ”) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into and represent the right to receive the consideration as set forth below (the “ Merger   Consideration ”) to the holder of record thereof, without interest thereon, upon surrender of the certificates representing such Company Share.

(b)    Merger Consideration . Each holder of Company Common Stock shall receive for each share of Company Common Stock held immediately prior to the Effective Time, Merger Consideration equal to the quotient of 31,000,000 shares of Parent Common Stock divided by the Common Shares Outstanding.

(c)    Adjustments to Merger Consideration . The ratio of the number of shares of Parent Common Stock to be exchanged for each Company Share shall be adjusted appropriately to reflect fully the effect of any stock split, reverse split, stock dividend, (including any dividend of securities convertible into Parent Common Stock), reorganization, reclassification, recapitalization or other similar change with respect to Parent Common Stock occurring (including the record date thereof) after the date hereof and prior to the Effective Time.

(d)    No Fractional Shares . Parent will not issue any certificates for any fractional shares of Parent Common Stock otherwise issuable pursuant to the Merger. In lieu of issuing such fractional shares, the number of shares of Parent Common Stock to which a holder of the Shares is entitled to receive pursuant to this Article III shall be rounded to the nearest whole share (with 0.5 share rounded up to the nearest whole share).

(e)    Cancellation of Treasury Stock . Notwithstanding anything contained in this Section 3.1 to the contrary, any Company Common Stock owned by the Company or any direct or indirect subsidiary of the Company, if any, immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof, and no payment shall be made with respect thereto.

(f)    Conversion of Merger Sub Shares . Each share of capital stock of Merger Sub issued and outstanding immediately before the Effective Time shall not be converted or exchanged by virtue of the Merger and shall remain outstanding as one share of common stock of the Surviving Corporation.

Section 3.2.    Exchange Procedures . 

(a)    Exchange Procedures . At the Closing, Parent will deliver to each holder of record of stock certificates representing Company Common Stock (the “ Certificates ”) a form letter of transmittal approved by Parent and the Company (“ Letters of Transmittal ”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to Parent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to Parent of a Certificate, which shares evidenced by such Certificate shall be free and clear of any lien, claim, encumbrance, security interest, equity, pledge, charge, option, or adverse claim of any nature whatsoever, together with a properly executed and completed Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefore, certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 3.1 hereof in respect of the shares of Company Common Stock formerly evidenced by such Certificate, and the Certificates so surrendered shall forthwith be canceled. No dividend will be disbursed with respect to the shares of Parent Common Stock to be issued in respect of the Certificates until the holder’s Certificates are surrendered in exchange therefor, but upon such surrender of such outstanding Certificate there shall be paid to the record holder of the Certificate issued in exchange therefor the amount of any dividends, if any, without interest, that have theretofore become payable with respect to the number of shares of Parent Common Stock represented by and issued in respect of such Certificate, and his other rights as a shareholder of Parent shall thereafter be restored. If payment or delivery of Parent Common Stock is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment and delivery of Parent Common Stock to a person other than the registered holder of the Certificate surrendered or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(a) , each Certificate shall represent for all purposes the right to receive the Merger Consideration.

(b)    Stock Transfer Books . After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.

Except as set forth on the Company Disclosure Schedule (the   “ Company Disclosure Schedule ”), the Company and the Shareholders, jointly and severally, represent and warrant to Parent and Merger Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.

Section 4.1.    Organization, Standing and Power . 

(a)    The Company is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Texas. Each of the Company and its Subsidiaries has the corporate or other applicable power and authority to carry on its business as it is now being conducted and to own, lease and operate its Assets. Each of the Company and its Subsidiaries is duly qualified or licensed to transact business as a foreign corporation and is in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(b)    The corporate minute books of the Company and its Subsidiaries contain records of all meetings and other corporate actions held or taken of their respective shareholders and board of directors (including the committees of such boards) since October 1, 2004. The corporate minute books, and other corporate records of the Company are correct and complete in all material respects and the signatures appearing on all documents contained therein are the true signatures of the person purporting to have signed the same. All actions reflected in said books and records were duly and validly taken in compliance with the laws of the applicable jurisdiction and no meeting of the board of directors of the Company or any committee thereof has been held for which minutes have not been prepared and are not contained in the minute books. True, accurate and complete copies of the corporate minute books, the Company’s Articles of Incorporation and Bylaws, in each case as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Parent.

(c)    Section 4.1 of the Company Disclosure Schedule sets forth a true and complete list of all the Company’s Subsidiaries and the jurisdiction of organization thereof.

Section 4.2.    Authority; No Conflicts .

(a)    The Company has full corporate power and authority necessary to execute and deliver this Agreement, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company and the Shareholders of the transactions contemplated hereby. The execution, delivery and performance of the Company’s obligations under this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by the Shareholders and the Company. This Agreement represents a legal, valid and binding obligation of the Company and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of specific performance, injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of the Company and the Shareholders, there is no fact or condition relating to the Company or the Shareholders that would prevent all regulatory approvals required for the consummation of the transactions contemplated hereby from being obtained.

(b)    Neither the execution and delivery of this Agreement by the Company and the Shareholders, nor the consummation by the Company and the Shareholders of the transactions contemplated hereby, nor compliance by the Company and the Shareholders with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company’s articles of incorporation, charter, bylaws or any other similar governing document, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any of its Subsidiaries under, any Contract or Permit of the Company or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company, or (iii) subject to obtaining the requisite Consents referred to in Section 8.1 of this Agreement, violate any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective Assets.

(c)    Except for the Merger Filing with the Secretary of State of the State of Texas in connection with the Merger, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the consummation by the Company and the Shareholders of the Merger and the other transactions contemplated in this Agreement.

Section 4.3.    Capital Stock; Subsidiaries .

(a)    The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $.001 par value per share. As of the date of this Agreement there are, and as of the Closing there will be, 31,000,000 shares of Company Common Stock issued and outstanding and no other shares of capital stock or other equity securities of the Company issued and outstanding.  No shares of the Company Common Stock are held in treasury. All shares of Company Common Stock that have been issued have been duly authorized, validly issued and are fully paid and non-assessable, and are free of pre-emptive rights.

(b)    All of the issued and outstanding shares of the capital stock of the Company’s Subsidiaries (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) free and clear of any Liens, claims, security interests and encumbrances of any kind, (iii) there are no preemptive rights of the current or past shareholders, and (iv) there are no irrevocable proxies with respect to such shares and there are no outstanding or authorized subscriptions, options, warrants, calls, rights or other agreements or commitments of any kind restricting the transfer of, requiring the issuance or sale of, or otherwise relating to any of such shares of capital stock to any person. The Company owns, directly, all of the issued and outstanding capital stock or membership interest of its Subsidiaries. Except for its interest in its Subsidiaries, the Company does not own, directly or indirectly, any equity securities of any other Person.

(c)    There are no (i) equity securities of any Subsidiaries of the Company are or may become required to be issued (other than to the Company or any of its Subsidiaries) by reason of any Rights, (ii) Contracts by which the Company or any Subsidiary of the Company is bound to issue (other than to the Company or any of its Subsidiaries) additional shares of its capital stock or Rights or by which the Company or any of its Subsidiaries is or may be bound to transfer any shares of the capital stock of any Subsidiary of the Company (other than to the Company or any of its Subsidiaries), and (iii) equity securities reserved for any of the foregoing purposes and there are no Contracts relating to the rights of the Company or any of its Subsidiaries to vote or to dispose of any shares of the capital stock of any Subsidiary of the Company.

Section 4.4.    Financial Statements . Section 4.4 of the Company Disclosure Schedule contains a copy of [(i) the unaudited consolidated financial statements of the Company as of and for the year ended December 31, 2006] (the “ Company Financial Statements ”). The Company Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated.

Section 4.5.    Absence of Undisclosed Liabilities . Neither the Company nor any of its Subsidiaries has any Liabilities (whether absolute, accrued, contingent or otherwise) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, except Liabilities that (i) are accrued or reserved against in the consolidated balance sheets of the Company as of December 31, 2006, included in the Company Financial Statements or reflected in the notes thereto and (ii) were incurred in the ordinary course of business subsequent to December 31, 2006. Neither the Company nor any of its Subsidiaries has incurred or paid any Liability since December 31, 2006; except for (a) such Liabilities incurred or paid in the ordinary course of business consistent with past business practice, and (b) Liabilities that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. To the Knowledge of the Company or the Shareholders, no facts or circumstances exist that could reasonably be expected to serve as the basis for any other Liabilities of the Company or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on the Company.

Section 4.6.    Absence of Certain Changes or Events . Since December 31, 2006, (a) there have been no events, changes, or occurrences that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and (b) each of the Company and its Subsidiaries has conducted in all Material respects its respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses in connection with this Agreement and the transactions contemplated hereby).

Section 4.7.    Tax Matters .

(i)    All Tax Returns required to be filed by or on behalf of any of Company and its Subsidiaries have been timely filed, or requests for extensions have been timely filed, granted, and have not expired for periods ended on or before December 31, 2006, and all Tax Returns filed are complete and accurate in all Material respects. All Tax Returns for periods ending on or before the date of the most recent fiscal year end immediately preceding the Effective Time will be timely filed or requests for extensions will be timely filed. All Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid. There is no audit examination, deficiency, or refund Litigation with respect to any Taxes that could have a Material Adverse Effect on the Company, except to the extent reserved against in the Company Financial Statements dated prior to the date of this Agreement. All Taxes and other Liabilities due with respect to completed and settled examinations or concluded Litigation have been paid.

(b)    None of the Company or its Affiliates has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due (excluding such statutes that relate to years currently under examination by the IRS or other applicable taxing authorities) that is currently in effect. Section 4.7 of the Company Disclosure Schedule lists those Tax Returns or tax years currently under examination or audit by the IRS or other applicable taxing authority.

(c)    Adequate provision for any Material Taxes due or to become due for the Company or any of its Subsidiaries for the period or periods through and including the date of the respective Company Financial Statements has been made and is reflected on such Company Financial Statements.

(d)    Each of the Company and its Subsidiaries is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state, and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

(e)    None of the Company and its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any contract, agreement, or other arrangement that could obligate it to make any payments that would be disallowed as a deduction under Section 280G or 162(m) of the Code.

(f)    There are no Liens with respect to Taxes (other than Taxes not yet due and payable) upon any of the Assets of the Company or any of its Subsidiaries.

(g)    There has not been an ownership change, as defined in Code Section 382(g), of the Company and its Subsidiaries that occurred during any Taxable Period in which any of the Company and its Subsidiaries has incurred a net operating loss that carries over to another Taxable Period ending after December 31, 2006.

(h)    After the date of this Agreement, no Material election with respect to Taxes will be made without the prior written consent of the Surviving Corporation.

(i)    Neither the Company nor any of its Subsidiaries has or has had a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States and such foreign country.

(j)    Neither the Company nor any of its Subsidiaries owns any interest in an entity or arrangement characterized as a partnership for United States federal income tax purposes; neither the Company nor any of its Subsidiaries has been a United States real property holding company within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; no debt of the Company or any of its Subsidiaries is “corporate acquisition indebtedness” within the meaning of Section 279(b) of the Code; neither the Company nor any of its Subsidiaries has entered into any “reportable transaction” as defined in the Treasury Regulations; and neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than any of the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(k)    Neither the Company nor any of its Subsidiaries 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 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.

(l)    Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

Section 4.8.    Assets . Each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens, to all of its Assets. All tangible properties used in the businesses of the Company and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with past practice. All Material Assets held under leases or subleases by any of the Company and its Subsidiaries are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. The Assets of the Company and its Subsidiaries include all Assets required to operate their businesses taken as a whole as presently conducted.

Section 4.9.    Insurance . Each of the Company and its Subsidiaries currently maintain insurance in amounts, scope, and coverage necessary for its operations. Neither the Company or its Subsidiaries has received notice from any insurance carrier that (a) such insurance will be canceled or that coverage there under will be reduced or eliminated, or (b) premium costs with respect to such policies of insurance will be increased. No insurance carrier has denied any claims made against any policy of the Company or its Subsidiaries.

Section 4.10.    Securities Portfolio and Investments . All securities owned by the Company or any of its Subsidiaries (whether owned of record or beneficially) are held free and clear of all Liens that would impair the ability of the owner thereof to dispose freely of any such security and/or otherwise to realize the benefits of ownership thereof at any time except as may be disclosed in this Agreement.

Section 4.11.    Environmental Matters . Without in any manner limiting any other representations and warranties set forth in this Agreement:

(a)    Each of the Company and its Subsidiaries, their respective facilities and properties, and their respective Assets are, and has at all times been, in compliance with all Environmental Laws and Requirements of Environmental Laws.

(b)    Each of the Company and its Subsidiaries holds, and is in compliance with, all Environmental Permits required for the ownership and operation of its business and each of its respective facilities and properties. All such Environmental Permits were validly obtained, are in full force and effect, and are not subject to termination, revocation, or nonrenewal.

(c)    There is no Litigation pending or, to the Knowledge of the Company or the Shareholder, threatened before any Governmental Authority or other forum in which any of the Company or its Subsidiaries or any of their respective facilities or properties has been or, with respect to threatened Litigation, may be expected to be, named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Law, (ii) relating to the validity of any Environmental Permits issued to or sought by the Company or its Subsidiaries, or (iii) relating to the release into the environment of any Materials of Environmental Concern, whether or not occurring at, on, under, or involving a site owned, leased, or operated by the Company or any of its Subsidiaries or any of their facilities or properties.

(d)    There is no Litigation pending or, to the Knowledge of the Company or the Shareholder, threatened before any Governmental Authority or other forum in which any of its Assets (or the Company or any of its Subsidiaries in respect of such Asset) has been or, with respect to threatened Litigation, may be expected to be, named as a defendant or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or Environemntal Permit (ii) relating to the release into the environment of any Materials of Environmental Concern, whether or not occurring at, on, under, or involving Assets.

(e)    No facts exist that provide a reasonable basis for any Litigation of a type described in subsections (b) or (c), or any other Liability under Environmental Laws.

(f)    There have been no spills, discharges, or releases of Materials of Environmental Concern in, on, under, from, or affecting (or potentially affecting) (i) any of the Company’s or its Subsidiaries’ respective current properties (or former properties during the term of their respective ownership or operation) or their ownership or operation thereof, (ii) any of the Company’s or its Subsidiaries’ participation in the management of any facility or property, or (iii) any of the Company’s or its Subsidiaries’ holding of a security interest in Assets.

(g)    No Materials of Environmental Concern are present in the soils, sediment, groundwater or other environmental media on, at, under, or about any property or facility owned, leased, operated, or used by the Company or any Subsidiary in excess of any Requirements of Environmental Laws, and no Remediation of any Materials of Environmental Concern is required.

(h)    There is no asbestos or asbestos-containing material at its or its Subsidiaries’ facilities or properties that is friable, capable of becoming airborne, or in any state or condition which would give rise to Liability for site or building under Environmental Laws.

(i)    There is no Requirement of Environmental Laws that will require future compliance costs on the part of the Company in excess of $10,000 above costs currently expended in the ordinary course of business.

(j)    There are no above- or underground storage tanks or related equipment (including without limitation pipes and lines) at, on or under any of its or its Subsidiaries’ facilities or properties, and that all such tanks and equipment, if any, previously located thereat, thereon or there under have been removed or closed in place in accordance with all applicable Environmental Laws, including without limitation the preparation and filing of any required closure certification with any Governmental Authority.

(k)    There are no obligations, undertakings or liabilities arising out of or relating to Environmental Laws which the Company has agreed to, assumed or retained, by contract or otherwise.

Section 4.12.    Compliance with Laws .

(a)    Each of the Company and its Subsidiaries has in effect all Permits necessary for it to own, lease, or operate its Assets and to carry on its business as now conducted, except for those Permits the absence of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and there has occurred no Default under any such Permit, other than Defaults that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. None of the Company or any of its Subsidiaries: (i) is in violation of any Laws, Orders, or Permits applicable to its business or employees conducting its business, except for violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (provided that this clause (i) shall not apply to Environmental Laws, which are covered in Section 4.11 above); or (ii) has received any notification or communication from any agency or department of federal, state, or local Governmental Authority or any Regulatory Authority or the staff thereof (A) asserting that any of the Company or its Subsidiaries is not in compliance with any of the Laws or Orders that such Governmental Authority or Regulatory Authority enforces, except where such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (B) threatening to revoke any Permit, except where the revocation of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, or (C) requiring the Company or any of its Subsidiaries (1) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (2) to adopt any board or directors resolution or similar undertaking that restricts the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends.

(b)    There are no pending or, to the Knowledge of the Company, threatened actions against any director or officer of the Company pursuant to Section 8A or 20(b) of the Securities Act, 15 U.S.C. §§ 77h-1 or 77t(b), or Section 21(d) or 21C of the Exchange Act, 15 U.S.C. §§ 78u(d) or 78u-3. The Company has delivered to Parent copies of all reports made by any attorney to the Company’s chief legal officer, chief executive officer, board of directors (or committee thereof) or other representative pursuant to 17 C.F.R. Part 205, and all responses thereto.

Section 4.13.    Labor Relations . Neither the Company nor any of its Subsidiaries is the subject of any Litigation asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state Law) or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor is any of them a party to or bound by any collective bargaining agreement, Contract, or other agreement or understanding with a labor union or labor organization, nor is there any strike or other labor dispute involving any of them, pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, there is not currently any activity involving any of the Company’s or its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in any other organization activity.

Section 4.14.    Employee Benefit Plans .

(a)    Neither the Company nor any of its Subsidiaries maintains or has ever maintained any pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, restricted stock, severance pay, vacation, bonus, or other incentive plan, written employee programs or agreements, medical, vision, dental, or other health plans, welfare plans life insurance plans, or any other employee benefit plans, arrangements, fringe benefit plans or perquisites, whether written or unwritten, including without limitation “employee benefit plans” as that term is defined in Section 3(3) of ERISA maintained by, sponsored in whole or in part by, or contributed to by, a Person or any of its subsidiaries for the benefit of employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries and under which employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries are eligible to participate.

(b)    Neither the Company nor any of its Subsidiaries has an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). Neither the Company nor any of its Subsidiaries currently maintains or has ever maintained an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that was intended to qualify under Section 401(a) of the Code and with respect to which the Company or any of its Subsidiaries has any Liability.

(c)    Neither the Company nor any of its Affiliates maintains or has ever maintained or otherwise had any obligation to contribute to a Pension Plan or other plan subject to Title IV of ERISA, a “Multiemployer Plan” as defined in Section 3(37) of ERISA, or a multiple employer welfare arrangement (MEWA) as defined in Section 3(40) of ERISA.

(d)    As of the date hereof, the Company does not sponsor any simplified employee pension plans as described in Section 408(k) of the Code and there are no claims against the Company for benefits relating to any such plans.

(e)    Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, by themselves, (i) result in any payment (including without limitation severance, unemployment compensation, golden parachute, or otherwise) becoming due to any director or any employee of the Company or its Affiliates from the Company or any of its Affiliates under any plan described in this Section 4.14 or otherwise, (ii) increase any benefit otherwise payable under any plan described in this Section 4.14 , or (iii) result in any acceleration of the time of any payment or vesting of any benefit.

Section 4.15.    Material Contracts . 

(a)    Section 4.15 of the Company Disclosure Schedules sets forth an accurate and complete description of all Contracts to which the Company or any of its Subsidiaries is bound which obligate or may obligate the Company or any Subsidiary for an amount in ex