AGREEMENT AND PLAN OF MERGER

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

COGDELL SPENCER INC.,

COGDELL SPENCER LP,

GOLDENBOY ACQUISITION CORP.,

MEA HOLDINGS, INC.,

MARSHALL ERDMAN & ASSOCIATES, INC.

MARSHALL ERDMAN DEVELOPMENT, LLC

AND

the persons collectively referred to herein as the

“SELLER REPRESENTATIVE”

Dated as of January 23, 2008

Table of Contents

		Page
ARTICLE 1 MERGER AND LIQUIDATION			2
1.1 Merger			2
1.2 Filing of Articles of Merger; Effective Time of the Merger			2
1.3 Charter Documents, Directors and Officers of the Surviving Company			2
1.4 Conversion of Shares and Other Interests			2
1.5 Dissenters’ Rights			4
1.6 Miscellaneous Merger Terms			4
ARTICLE 2 ADJUSTMENTS TO MERGER CONSIDERATION; PAYMENT MECHANICS			5
2.1 Total Cash Equity Price Adjustments			5
2.2 Funds Transfers; Exchange of Certificates			8
2.3 Escrow; Limitation on Purchase Price; Reserve Account			9
ARTICLE 3 CLOSING; CONDITIONS PRECEDENT TO CLOSING			11
3.1 Closing			11
3.2 Conditions Precedent to the Parent’s and Merger Sub’s Obligations			11
3.3 Conditions Precedent to the Merging Companies’ Obligations			14
3.4 Merger Filings			15
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE MERGING COMPANIES			15
4.1 Authority; Authorization; Enforceability			15
4.2 No Conflict			16
4.3 Governmental Approvals			17
4.4 Voting Agreements			17
4.5 Corporate and Limited Liability Company Matters			17
4.6 Documentation			17
4.7 Capitalization			17
4.8 Subsidiaries			18
4.9 Tangible Personal Property			19
4.10 Leased Real Estate			19
4.11 Owned Real Estate			19
4.12 Proceedings			19
4.13 Intellectual Property			19
4.14 Financial Statements			20
4.15 Taxes			21
4.16 Material Contracts			22
4.17 Employees			23

		Page
4.18 Labor and Employment Matters			23
4.19 Employee Benefit Plans; ERISA			23
4.20 Events Since Balance Sheet Date			24
4.21 Environmental, Health and Safety Matters			24
4.22 Insurance			25
4.23 Compliance With Legal Requirements; Governmental Authorizations			25
4.24 Brokers; Agents			25
4.25 Affiliate Transactions			26
4.26 Indebtedness			26
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES			26
5.1 Authority			26
5.2 No Conflict			27
5.3 Proceedings			27
5.4 Brokers; Agents			27
5.5 Sufficient Funds			27
ARTICLE 6 PRE-CLOSING COVENANTS			28
6.1 Access to Information			28
6.2 Operation of Business of Company Prior to Closing			28
6.3 HSR Act			31
6.4 Efforts to Consummate			31
6.5 Shareholders Meeting			31
6.6 Execution of Additional Documents			32
6.7 Publicity			32
6.8 Contract Guarantees			32
6.9 Employee Bonuses			32
ARTICLE 7 DISCLOSURE SCHEDULE; ABSENCE OF OTHER WARRANTIES			32
7.1 General			32
7.2 No Additional Warranties or Representations; Due Diligence			33
ARTICLE 8 POST-CLOSING COVENANTS			33
8.1 Records and Personnel			33
8.2 Cooperation			33
8.3 Publicity			33
8.4 D&O Indemnification			34
8.5 D&O Liability Insurance			34
ARTICLE 9 TERMINATION			34
9.1 Grounds for Termination			34
9.2 Effect of Termination			35

		Page
ARTICLE 10 INDEMNIFICATION			35
10.1 Indemnification by the Merging Companies or the Sellers			35
10.2 Indemnification by the Buyer Parties and the Surviving Company			36
10.3 Procedure Relative to Indemnification			36
10.4 Limits on Indemnification			39
10.5 Sole Remedy			41
ARTICLE 11 TAX MATTERS			42
11.1 Tax Returns			42
11.2 Certain Taxes			42
11.3 Tax Treatment of Certain Payments			42
ARTICLE 12 SELLER REPRESENTATIVE			42
12.1 Appointment of the Seller Representative			42
12.2 Other Powers and Duties of the Seller Representative			43
12.3 Reliance by the Seller Representative			44
12.4 Expenses of the Seller Representative			44
12.5 Indemnification			44
12.6 Survival			45
ARTICLE 13 DEFINITIONS			45
ARTICLE 14 MISCELLANEOUS			56
14.1 Expenses			56
14.2 Notices			56
14.3 Entire Agreement			58
14.4 Confidentiality Agreement			58
14.5 Construction			58
14.6 Assignment			58
14.7 Binding Effect			58
14.8 Paragraph Headings			58
14.9 Severability			58
14.10 Governing Law			58
14.11 Use of Terms			59
14.12 Counterparts			59
14.13 Good Faith; Consents			59
14.14 No Third Party Beneficiary			59

EXHIBITS
Exhibit 3.2(e)		Required Consents
Exhibit 3.2(k)(iii)		Form of Escrow Agreement
Exhibit 3.2(k)(vi)		Form of Termination and Release Agreement
Exhibit 3.2(k)(vii)		Form of Employment Agreement
Exhibit 3.2(k)(viii)		Form of Termination Agreement
Exhibit 3.2(k)(ix)		Contribution Agreements
SCHEDULES
Schedule 1.4(e)		Company Options and Restricted Stock
Schedule 2.1		Policies to be Followed in Preparing the Closing Balance Sheet
Schedule 3.2(k)(v)		Excluded Liabilities
Schedule 3.2(k)(vi)		Pledge Agreements
Schedule 3.2(k)(vii)		Employees Party to Employment Agreements
Schedule 3.2(k)(viii)		Shareholder Agreements
Schedule 3.2(k)(ix)		Sellers Party to Contribution Agreement
Schedule 4.2		Conflicts
Schedule 4.3		Governmental Approvals
Schedule 4.4		Voting Agreements
Schedule 4.7		Capitalization
Schedule 4.8		Operating Company
Schedule 4.9		Permitted Liens
Schedule 4.10		Leased Real Estate
Schedule 4.12		Proceedings
Schedule 4.13		Intellectual Property
Schedule 4.14		Financial Statements
Schedule 4.15		Taxes
Schedule 4.16		Material Contracts
Schedule 4.18		Labor and Employment Matters
Schedule 4.19		Benefit Plans
Schedule 4.21		Environmental, Health and Safety Matters
Schedule 4.22		Insurance

Schedule 4.23		Compliance with Legal Requirements; Government Authorizations
Schedule 4.25		Affiliate Transactions
Schedule 6.2		Interim Period Operations
Schedule 6.2(xiii)		Bonuses Payable
Schedule 6.9		Senior Executive Bonuses

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 23rd day of January, 2008 by and among Cogdell Spencer Inc., Cogdell Spencer LP, a Delaware limited partnership (the “Parent”), Goldenboy Acquisition Corp., a Wisconsin corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), MEA Holdings, Inc., a Wisconsin corporation (the “Holding Company”), Marshall Erdman & Associates, Inc., a Wisconsin corporation (“MEA”) and Marshall Erdman Development, LLC, a Wisconsin limited liability company (“MED,” and together with the Holding Company and MEA, the “Merging Companies,” and each individually a “Merging Company”) and David Pelisek, David Lubar and Scott Ransom, in their capacity as the Seller Representative. MEA and MED shall each individually be referred to as an “Operating Company” and collectively as the “Operating Companies.” Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 13 .

RECITALS

     WHEREAS, the Boards of Directors of the Parent, Merger Sub, the Holding Company, MEA, MED, and the Parent, as the sole shareholder of Merger Sub, have adopted and approved this Agreement and the merger of Merger Sub with and into the Holding Company (the “Merger”) in accordance with this Agreement and the Wisconsin Business Corporation Law (the “WBCL”);

     WHEREAS, subsequent to the Holding Company’s approval of this Agreement and concurrently with the execution of this Agreement and as a condition and inducement to the willingness of the Parent and the Merger Sub to enter into this Agreement, the Holding Company has delivered to the Parent one or more voting agreements pursuant to which certain shareholders holding in the aggregate 100% of the Voting Common Shares, 51.05% of the Non-Voting Common Shares and 94.10% of the Preferred Shares have agreed to vote such Shares owned by such shareholders in favor of the Merger;

     WHEREAS, concurrently with the execution of this Agreement, Cogdell Spencer Inc., the Parent (sometimes hereinafter referred to as the “Operating Partnership”) and certain shareholders of the Holding Company have entered into agreements (the “Contribution Agreements”) pursuant to which each Contributor has agreed to contribute Common Shares to the Operating Partnership in exchange for units of limited partnership interests issued by the Operating Partnership (“OP Units”), and the parties anticipate that in addition to the shareholders who are parties to Contribution Agreements (sometimes referred to in this Agreement as “Contributors”), other shareholders will enter into Contribution Agreements prior to the Closing; and

     WHEREAS, the Parent, Merger Sub, the Holding Company, MEA and MED desire to consummate the Merger and the other transactions contemplated herein upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises herein made and the representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

ARTICLE 1
MERGER AND LIQUIDATION

     1.1 Merger . At the Effective Time, and in accordance with the terms and subject to the conditions set forth in this Agreement and the WBCL, Merger Sub will be merged with and into the Holding Company, the separate corporate existence of Merger Sub will cease and the Holding Company will be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Company”). At the Effective Time, the Merger will have the other effects set forth in this Agreement and provided in the applicable provisions of the WBCL.

     1.2 Filing of Articles of Merger; Effective Time of the Merger . Concurrently with the Closing, the Surviving Company shall file properly executed articles of merger (“Articles of Merger”) with the Department of Financial Institutions of the State of Wisconsin in a customary form reasonably acceptable to both parties, conforming to the requirements of the WBCL and shall make all other filings or recordings required under the WBCL. The Merger shall become effective at the time specified in such Articles of Merger or, if no time is specified, at the time such Articles of Merger are filed with the Department of Financial Institutions of the State of Wisconsin (the “Effective Time”).

     1.3 Charter Documents, Directors and Officers of the Surviving Company . As of the Effective Time, the Amended and Restated Articles of Incorporation and Bylaws of the Holding Company will be amended and restated in their entirety to be identical to the Articles of Incorporation and Bylaws of Merger Sub (except that the Articles of Incorporation and Bylaws shall provide that the name of the Surviving Company is the name of the Holding Company), and will be the Articles of Incorporation and Bylaws of the Surviving Company. The directors of Merger Sub immediately before the Effective Time shall be the initial directors of the Surviving Company each to hold office in accordance with the applicable provisions of the Articles of Incorporation and Bylaws of the Surviving Company. The officers of the Holding Company immediately before the Effective Time will be the initial officers of the Surviving Company, each to hold office in accordance with the applicable provisions of the Articles of Incorporation and Bylaws of the Surviving Company.

     1.4 Conversion of Shares and Other Interests . At the Effective Time, by virtue of the Merger and without any further action on the part of any party to this Agreement or their respective shareholders:

          (a) subject to Section 1.4(f) and Section 1.5 , each Common Share outstanding immediately prior to the Effective Time (each such Share, a “Merger Share” and collectively, the “Merger Shares”) will be converted into and represent the right to receive the Per Share Merger Consideration, payable to the holder thereof, without interest (except as otherwise expressly provided herein), in accordance with the terms of this Agreement;

          (b) each issued and outstanding share of Preferred Stock, par value $0.01 per share, of the Company (each a “Preferred Share” and each holder thereof a “Preferred Shareholder”) shall be converted into the right to receive a price per share equal to the liquidation preference described in Section B7 of Article IV of the Holding Company’s Amended and Restated Articles of Incorporation, as amended from time to time, in effect immediately prior to the Effective Time (in the aggregate, the “Liquidation Consideration”);

          (c) each share of capital stock of Merger Sub issued and outstanding as of the Effective Time will be converted into and represent one (1) fully paid and nonassessable share of common stock of the Surviving Company;

          (d) subject to Section 1.4(e) , each warrant, option or other right to acquire any capital stock of the Holding Company, if any, existing immediately prior to the Effective Time will automatically be canceled and retired and cease to exist, and no payment will be made with respect thereto; and

          (e) except as set forth on Schedule 1.4(e) :

     (i) each Company Option outstanding immediately prior to the Effective Time, whether or not currently exercisable as provided under the terms thereof, shall become, immediately prior to the Effective Time, exercisable. As of the Effective Time, each Company Option shall be cancelled and the holder thereof shall be entitled solely to the right to receive cash consideration (if any) in an amount (the “Option Payment”) equal to: (x) the product of (A) the number of shares subject to such Company Option and (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share subject to such Company Option.

     (ii) each share of Restricted Stock outstanding immediately prior to the Effective Time shall become, immediately prior to the Effective Time, fully vested and shall (except for required or permitted deductions and withholdings set forth below) be treated for all purposes of this Agreement as a Merger Share (each, a “Restricted Merger Share”).

     (iii) each holder of Company Options and Restricted Stock shall be deemed to be “Sellers” for all purposes including, without limitation, with respect to Article 10 .

     (f) Notwithstanding the other provisions of this Section 1.4 , the Common Shares that the Contributors have agreed to contribute to the Operating Partnership pursuant to the Contribution Agreements (the “Contributed Shares”) shall not be canceled and converted into the right to receive the Per Share Merger Consideration and instead shall remain outstanding and, effective as of the Effective Time, shall be owned by the Parent, it being understood, however, that the Contributors shall be entitled to receive the consideration provided for in their respective Contribution Agreements. As a result of the foregoing provision and the provisions of the Contribution Agreements, (i) the amounts of the Indemnity Escrow Amount, the Adjustment Amount and the Appraisal Rights Amount (if any) required to be deposited by the Parent into the

Escrow Account pursuant to Section 2.2(a) shall be reduced by the amounts thereof that would have been attributable to the Contributed Shares were they not contributed to Parent as provided in this Section 1.4(f) ; (ii) the amounts required to be provided by the Parent to the Exchange Agent in respect of the Estimated Total Cash Equity Price similarly shall be reduced by the amount thereof that would have been attributable to the Contributed Shares were they not contributed to Parent as provided in this Section 1.4(f) ; (iii) the amounts to be paid or released to or for the account of the Seller pursuant to Section 2.3 shall be reduced by the amounts thereof that would have been attributable to the Contributed Shares were they not contributed to Parent as provided in this Section 1.4(f) ; and (iv) the amounts to be paid or released to the Parent from the Escrow Account shall be reduced by the amounts thereof that would have been attributable to the Contributed Shares were they not contributed to Parent as provided in this Section 1.4(f) .

     1.5 Dissenters’ Rights . Notwithstanding any provision of this Agreement to the contrary, any Dissenters’ Shares shall not be converted into or represent a right to receive any of the Merger Consideration, but the holder thereof (each a “Dissenting Shareholder”) shall only be entitled to such rights as are granted by Sections 180.1301 through 180.1331 of the WBCL. Consequently, Dissenters’ Shares shall not be converted into the right to receive the Per Share Merger Consideration, but instead shall entitle the holder thereof solely to payment of the fair value of his or her Shares pursuant to Sections 180.1301 through 180.1331 of the WBCL. At the Effective Time, such Dissenters’ Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights as a shareholder with respect thereto, except the right to receive the fair value of such Shares as determined in accordance with Sections 180.1301 through 180.1331 of the WBCL. If a holder of Shares who demands appraisal of such Shares under the WBCL shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Shares shall be converted into and represent only the right to receive the Per Share Merger Consideration, without interest, upon the surrender of the certificate or certificates representing such Shares. The Holding Company shall give the Parent prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the WBCL received by the Holding Company relating to shareholders’ rights of appraisal. The Holding Company shall not, except with the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Holding Company, settle or offer to settle any demands or approve any withdrawal of any such demands. Each Person holding of record or beneficially owning Dissenting Shares will receive payment therefor from the Surviving Company.

     1.6 Miscellaneous Merger Terms .

          (a) At the Effective Time, except as provided in Section 1.4(f) with respect to the Contributed Shares, (i) all Merger Shares will be canceled and cease to exist, and each holder of a Merger Share (each, a “Seller” and collectively, the “Sellers”) will cease to have any rights as a shareholder with respect to such Merger Share, and instead shall have solely the right to receive the Per Share Merger Consideration or to preserve and perfect such holder’s dissenters’ rights if such Merger Share is a Dissenter’s Share and (ii) all Preferred Shares will be cancelled and cease to exist and each holder of a Preferred Share will cease to have any rights as a shareholder with respect to such Preferred Share, and instead shall have the right solely to

receive the applicable Liquidation Consideration. No transfers of Merger Shares or Preferred Shares will be made on the stock transfer books of the Surviving Company, except that the foregoing shall not prohibit transfers of Contributed Shares.

          (b) If payment of cash is to be made to a Person other than the Person in whose name the certificate for the Merger Shares surrendered in exchange therefor is registered, then it is a condition to such payment that the certificate so surrendered be properly endorsed and otherwise in proper form for transfer satisfactory to the Surviving Company, and that the Person requesting such payment pay to the Surviving Company any transfer and other Taxes required by reason of such payment in any name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Company that such Tax either has been paid or is not payable.

          (c) The Surviving Company is authorized to pay the cash attributable to any certificate for the Merger Shares previously issued which has been lost or destroyed, upon receipt of satisfactory evidence of ownership of the shares represented thereby satisfactory to the Surviving Company and of appropriate indemnification.

          (d) Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Company, the Exchange Agent and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the Escrow Agreement to any holder of Shares or Company Options or other Persons such amounts as Parent, the Surviving Company, the Exchange Agent and the Escrow Agent are required to deduct and withhold under the Code, or any other Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Exchange Agent or the Escrow Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares or Company Options or other Person in respect of whom such deduction and withholding was made by Parent, the Exchange Agent or the Escrow Agent.

ARTICLE 2
ADJUSTMENTS TO MERGER CONSIDERATION; PAYMENT MECHANICS

     2.1 Total Cash Equity Price Adjustments .

          (a)

     (i) The Total Cash Equity Price shall be (A) reduced or increased (without duplication), as applicable, by the Working Capital Adjustment as derived from the final Closing Statement and (B) reduced or increased, as applicable, by the amount of Indebtedness Adjustment as derived from the final Closing Statement. Any net reduction in or net addition to the Total Cash Equity Price required pursuant to the preceding sentence is hereinafter referred to as the “Shortfall Reduction” or “Excess Payment,” respectively.

     (ii) The Holding Company shall deliver to the Parent, no later than five (5) Business Days prior to Closing, the Estimated Balance Sheet and the Estimated Closing Statement.

          (b) Within sixty (60) days following the Closing Date, the Parent will prepare and deliver to the Seller Representative an unaudited consolidated balance sheet of the Holding Company and its subsidiaries as of the close of business on the day immediately preceding the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth the Working Capital, the Working Capital Adjustment, the Closing Date Indebtedness, the Indebtedness Adjustment and the Total Cash Equity Price as reflected on and derived from the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP, subject to internal reclassifications, conducted in accordance with the historical practices of the Holding Company and using the same applicable accounting methods, accounting practices, assumptions, policies and methodologies as were used in preparing the Financial Statements and the additional assumptions and policies set forth on Schedule 2.1 .

          (c) The Closing Statement shall become final and binding upon the parties on the date (the “Final Settlement Date”) that is thirty (30) days following receipt thereof by the Seller Representative unless the Seller Representative gives written notice of its disagreement (“Notice of Disagreement”) to the Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so asserted and shall identify with specificity the components of the Parent’s calculation of any aspect of the Closing Statement as to which the Seller Representative objects. Any portion of the Closing Statement not subject to any disagreement contained in the Notice of Disagreement shall be deemed to be final as set forth in the Closing Statement. If a Notice of Disagreement is delivered to the Parent in a timely manner, then the Closing Statement (as revised in accordance with Section 2.1(d) below, if applicable) shall become final and binding on the parties on, and the “Final Settlement Date” shall be, the earlier of (i) the date upon which the Seller Representative and the Parent agree in writing with respect to all matters specified in the Notice of Disagreement and (ii) the date upon which the final Closing Statement is issued by the Arbitrator.

          (d) During the first thirty (30) days following the date upon which the Parent receives a Notice of Disagreement, the Seller Representative and the Parent shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), the Parent and the Seller Representative have not reached agreement on such matters, the matters that remain in dispute may be submitted to the Milwaukee office of Grant Thornton LLP (the “Arbitrator”) by either party for review and resolution. If the Milwaukee office of Grant Thornton LLP is unable to serve as the Arbitrator hereunder, the Arbitrator shall be a nationally recognized independent public accounting firm selected by the Parent and reasonably acceptable to the Seller Representative. As promptly as practicable (but in no event more than thirty (30) days) after the retention of the Arbitrator, the Parent and the Seller Representative shall each prepare and submit a presentation to the Arbitrator. As soon as practicable (but in no event more than thirty (30) days) thereafter, the Arbitrator shall determine the amount of each item in dispute and prepare a final Closing Statement and calculation of Working Capital and Closing Date Indebtedness in accordance with the principles in this Section

2.1 , which shall include an explanation in writing of the Arbitrator’s reasons for the determinations set forth therein. The Arbitrator shall act as an arbitrator and not an expert, shall address only those items in dispute and for each item may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The decision of the Arbitrator shall be final and binding on the parties. The costs, fees and expenses of the Arbitrator in connection with the Arbitrator’s review pursuant to this Section 2.1(d) (including reasonable attorneys’ fees of the Arbitrator) shall be paid by the party found by the Arbitrator to be in the greatest error with respect to its position on the Closing Statement or, if no such finding is made by the Arbitrator, be borne fifty percent (50%) by the Parent and fifty percent (50%) by the Sellers (out of the amounts on deposit in the Reserve Account). Each of the Parent and the Seller Representative shall pay its own costs, fees and expenses (including attorney’s fees) in connection with the Arbitrator’s review pursuant to this Section 2.1(d) , without right of reimbursement from such other party; provided, that such costs, fees and expenses of the Seller Representative shall be paid out of the amounts on deposit in the Reserve Account (but only after payment of any Arbitrator’s fees and expenses payable by the Sellers pursuant to this Section 2.1(d) ).

          (e) Any Shortfall Reduction or Excess Payment described in Section 2.1(a)(i) shall be paid not later than five (5) Business Days after the Final Settlement Date (i) in the case of an Excess Payment, by the Parent by wire transfer of immediately available funds to the Exchange Agent to be added to the Exchange Fund for the benefit of, and to be distributed to, the Sellers in accordance with Section 2.3(b) , or (ii) in the case of a Shortfall Reduction, out of the Adjustment Amount on deposit with the Escrow Agent pursuant to a joint written instruction that the Seller Representative and the Parent shall send to the Escrow Agent, directing the Escrow Agent to disburse funds in the amount of the Shortfall Reduction out of the Adjustment Amount on deposit in the Escrow Account to Parent; provided that if the Adjustment Amount on deposit in the Escrow Account is insufficient to pay all of the Shortfall Reduction (including the interest thereon), the unpaid portion of the Shortfall Reduction shall be payable from the Indemnity Escrow Amount on deposit with the Escrow Agent. The amount of any Shortfall Reduction or Excess Payment to be made after the Closing Date pursuant to this Section 2.1(e) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the Closing Date. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed and, in the case of a Shortfall Reduction, shall be paid out of the Escrow Account.

          (f) For purposes of complying with the terms set forth in this Section 2.1 , each party shall reasonably cooperate with and make reasonably available to the other Parties and their respective representatives all information, records, data and working papers, and shall permit reasonable access to its facilities and personnel, as may reasonably be required in connection with the preparation of the Closing Balance Sheet and Closing Statement and any Notice of Disagreement and in connection with the arbitration described in Section 2.1(d) .

          (g) Any Shortfall Reduction or Excess Payment (in either case, together with interest thereon as contemplated by Section 2.1(e) ) payable pursuant to this Section 2.1 shall be deemed to be an adjustment to the Total Cash Equity Price (including for Tax purposes).

     2.2 Funds Transfers; Exchange of Certificates .

          (a) Funding . At the Effective Time, (i) the Parent shall deposit the Liquidation Consideration with the Exchange Agent; (ii) the Parent shall pay the obligations described in Section 3.2(k)(v) (the Excluded Liabilities) and Section 3.2(k)(vi) (the M&I Debt) in the amounts specified by the Persons to whom such obligations are owed in the Payoff Statement referred to in Section 3.2(k)(v) such that the Merging Companies thereupon shall have no further liability whatsoever to those Persons; (iii) the Parent shall deposit, or cause to be deposited, the Indemnity Escrow Amount, the Adjustment Amount and the Appraisal Rights Amount (if any) (each reduced in accordance with Section 1.4(f) by the amounts attributable to the Contributed Shares) into the Escrow Account and (iv) the Parent shall pay the Reserve Amount to the Seller Representative. Immediately following the Effective Time, and subject to Section 2.2(d) , the Parent shall provide funds, from time to time when and as required, to make the payments provided for herein when due, to a bank or trust company designated by the Parent and reasonably satisfactory to the Holding Company (the “Exchange Agent”), for the benefit of the holders of the Merger Shares and Company Options, in cash in U.S. dollars in the amounts necessary to permit the Parent to discharge its obligations under this Agreement in an aggregate amount equal to the Estimated Total Cash Equity Price (reduced in accordance with Section 1.4(f) by the amounts attributable to the Contributed Shares) (such cash, together with any Excess Payment (and interest thereon), being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver the Merger Consideration and the Option Payments out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Payment of Merger Consideration and Option Payments shall be made in installments as necessary, taking into account any Excess Payment and disbursement of the Indemnity Escrow Amount, the Adjustment Amount, the Appraisal Rights Amount (if any) and the Reserve Amount.

          (b) Merger Share Exchange Procedures . Subject to Section 1.5 , promptly following the Effective Time, the Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Merger Shares (the “Certificates”) (i) a letter 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 the Exchange Agent and shall be in customary form and satisfactory to the Holding Company and the Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration which such holder has the right to receive in respect of the Merger Shares formerly represented by such Certificate, subject to the exclusions and deferrals provided for in Section 2.3 , and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment (together with related interest), the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment (together with related interest) prior to receipt of surrendered Certificates and the letter of transmittal, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration upon surrender thereof. Parent acknowledges that certain of

the Sellers have granted security interests on their Merger Shares to secure indebtedness and other obligations to lenders, and that the payments to be made in respect of those Merger Shares may be directed partly to those lenders and partly to those Sellers.

          (c) Preferred Stock Exchange Procedures . Promptly following the Effective Time, the Surviving Company or the Exchange Agent on its behalf shall mail to each Preferred Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to certificates representing outstanding Preferred Shares (the “Holding Company Preferred Stock Certificates”) shall pass, only upon proper delivery of the Holding Company Preferred Stock Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Holding Company Preferred Stock Certificates for payment of the Liquidation Consideration therefore. Upon surrender of the Holding Company Preferred Stock Certificates to the Exchange Agent, together with such letter of transmittal duly executed and any other documents required by the Surviving Company or the Exchange Agent, such Preferred Shareholder shall be entitled to receive his, her or its share of the Liquidation Consideration. No interest shall be paid or accrue on the Liquidation Consideration payable upon surrender of the Holding Company Preferred Stock Certificates. If any payment of the Liquidation Consideration is to be made to a Person other than the one in whose name the Holding Company Preferred Stock Certificate surrendered in exchange therefore is registered, it shall be a condition of such payment that the Holding Company Preferred Stock Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer. In the event any Holding Company Preferred Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Holding Company Preferred Stock Certificate to be lost, stolen or destroyed, and an agreement by such Person to indemnify the Surviving Company and the Parent against any claim that may be made against them with respect to such Holding Company Preferred Stock Certificate, the Exchange Agent shall deliver in exchange for such affidavit and agreement, payment for such Preferred Shareholder’s share of the Liquidation Consideration.

          (d) Escheat . Notwithstanding the foregoing provisions of this Section 2.2 , neither the Exchange Agent nor any other party hereto shall be liable to any Seller or Preferred Shareholder for any Merger Consideration or Liquidation Consideration delivered to a public official pursuant to applicable escheat or similar law. Any funds held in the Exchange Fund shall be returned to the Parent before they otherwise would become subject to any such escheat or similar law.

     2.3 Escrow; Limitation on Purchase Price; Reserve Account . For the avoidance of doubt and without duplication, but subject in each case to the provisions of Section 1.4(f) in respect of Contributed Shares:

          (a) Each payment initially to be made pursuant to Section 1.4 to a holder of Merger Shares (including Restricted Merger Shares) or Company Options shall exclude an amount equal to such holder’s pro rata portion of the Indemnity Escrow Amount. The Indemnity Escrow Amount shall be delivered to the Escrow Agent at or prior to the Effective Time to be held in escrow pursuant to the provisions of the Escrow Agreement as security for the indemnification obligations owed by the Sellers to the Parent under this Agreement. Within five (5) Business Days after the date that is the 240th day following the Closing Date (the “First

Escrow Release Date”), each of Parent and the Seller Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the former holders of Merger Shares (including Restricted Merger Shares) and Company Options of their respective pro rata portions of an amount equal to (i) $6,175,000, minus the sum of (A) the aggregate of all amounts previously paid from the Indemnity Escrow Account in satisfaction of any indemnity claims made pursuant to Section 10.1 and (B) the aggregate amount of all claims for indemnification asserted in writing by the Parent prior to the First Escrow Release Date that have not paid or satisfied prior to the First Escrow Release Date. Within five (5) Business Days after the date that is the 450th day following the Closing Date (the “Second Escrow Release Date”), each of Parent and the Seller Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the former holders of Merger Shares (including Restricted Merger Shares) and Company Options of their respective pro rata portions of an amount equal to (x) the remaining balance of the Indemnity Escrow Amount, together with any earnings thereon pursuant to the Escrow Agreement, minus (y) the aggregate amount of all claims for indemnification asserted in writing by the Parent prior to the Second Escrow Release Date that have not been paid or satisfied prior to the Second Escrow Release Date.

          (b) Each payment initially to be made pursuant to Section 1.4 to a holder of Merger Shares (including Restricted Merger Shares) or Company Options shall exclude an amount equal to such holder’s pro rata portion of the Adjustment Amount. The Adjustment Amount shall be delivered to the Escrow Agent at or prior to the Effective Time to be held in escrow as security for the payment of any Shortfall Reduction to the Parent in accordance with Section 2.2 pursuant to the provisions of the Escrow Agreement. Within five (5) Business Days of the Final Settlement Date, each of the Parent and the Seller Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Exchange Agent for the benefit of and distribution to the holders of Merger Shares (including Restricted Merger Shares) and Company Options their respective pro rata portions of the balance, if any, of the Adjustment Amount, together with any earnings thereon pursuant to the Escrow Agreement.

          (c) Each payment initially to be made pursuant to Section 1.4 to a holder of Merger Shares (including Restricted Merger Shares) or Company Options shall exclude an amount equal to such holder’s pro rata portion of the Appraisal Rights Amount (if any). The Appraisal Rights Amount (if any) shall be delivered to the Escrow Agent at or prior to the Effective Time to be held in escrow pursuant to the provisions of the Escrow Agreement as security for the payment of (i) any costs incurred by the Surviving Company associated with all negotiations and proceedings with respect to demands for appraisal under the WBCL and (ii) the amount payable to any Dissenting Shareholder by the Holding Company following the resolution of any demand for appraisal in excess of the amount payable to such Dissenting Shareholder in respect of such holder’s Dissenters’ Shares pursuant to the terms of this Agreement if such Dissenting Shareholder had not asserted appraisal rights (collectively, the “Appraisal Rights Losses”). Within five (5) Business Days of the final resolution of all demands for appraisal pursuant to the WBCL made by Dissenting Shareholders, each of Parent and the Seller Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the holders of Merger Shares (including Restricted Merger Shares) and Company Options their respective pro rata portions of the balance, if any, of the Appraisal Rights Amount, together with any earnings thereon pursuant to the Escrow Agreement.

          (d) Under no circumstances shall the aggregate amounts payable under this Agreement in respect of Merger Shares (including Restricted Merger Shares) and Company Options exceed the Total Cash Equity Price minus the amount thereof that would have been attributable to the Contributed Shares were they not contributed to Parent as provided in Section 1.4(f) .

          (e) At the Closing, the Parent shall deliver to the Seller Representative the sum of $100,000 (the “Reserve Amount”) for deposit into a bank account controlled by the Seller Representative (the “Reserve Account”) to be used to cover the costs and expenses, if any, incurred by the Seller Representative in defending any indemnification claims brought by the Indemnified Parties under Article 10 , or any other costs or expenses incurred by the Seller Representative in the performance of its obligations as Seller Representative. Each payment initially to be made pursuant to Section 1.4 to a holder of Merger Shares or Company Options shall exclude an amount equal to such holder’s pro rata portion of the Reserve Amount. The Seller Representative shall distribute all amounts remaining in the Reserve Account to the Sellers upon the later of the Second Escrow Release Date or the resolution of all indemnification claims against the Sellers.

ARTICLE 3
CLOSING; CONDITIONS PRECEDENT TO CLOSING

     3.1 Closing . Subject to the satisfaction (or, where permissible, waiver) of the conditions set forth in this Article 3 , the Closing will be held at the offices of Clifford Chance US LLP located at 31 West 52nd Street, New York, New York 10019 at 9:00 a.m. Eastern Time on February 29, 2008, or at such other time and place as the Parent and the Holding Company mutually agree. Except as otherwise provided in the Transaction Documents, all proceedings to be taken and all documents to be executed at the Closing will be deemed to have been taken, delivered and executed simultaneously, and no proceeding will be deemed taken or documents deemed executed or delivered until all have been taken, delivered and executed.

     3.2 Conditions Precedent to the Parent’s and Merger Sub’s Obligations . The obligation of the Parent and Merger Sub to consummate the Merger and the other Transactions is subject to the satisfaction as of the Closing of each of the following conditions:

          (a) The Shareholder Approval shall have been obtained in accordance with the WBCL.

          (b) The representations and warranties of the Merging Companies set forth in Sections 4.1, 4.7, and 4.8(a) shall be true and correct. The other representations and warranties of the Merging Companies set forth in Article 4 that are qualified by any reference to material adverse effect shall be true and correct on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty that is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified). All other representations and warranties of the Merging Companies set forth in Article 4 shall be true and correct on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though

made on and as of the Closing Date, except for any representation or warranty that is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) and except where the failure of such representation and warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate with other such failures, a Material Adverse Effect. For purposes of this Section 3.2 only, a failure to be true and correct shall be deemed to have a Material Adverse Effect if the aggregate amount of Losses resulting from such failure reasonably may be expected to exceed fifty percent (50%) of the Indemnity Escrow Amount.

          (c) Each of the Merging Companies shall have performed in all material respects the covenants contained in this Agreement required to be performed by such Merging Company on or prior to the Closing Date.

          (d) The Holding Company shall have delivered to the Parent a certificate dated the Closing Date and signed by an authorized officer of the Holding Company, to the effect that the conditions set forth in Sections 3.2(b) and (c) have been satisfied as of the Closing Date. The statements contained in such certificate will be a representation and warranty of the Holding Company which will survive the Closing as provided in Article 10 .

          (e) The Required Consents listed on Exhibit 3.2(e) , in each case in form and substance reasonably satisfactory to the Parent, shall have been received on or prior to the Closing Date.

          (f) The applicable waiting period under the HSR Act shall have expired or been terminated and all necessary Governmental Authorizations required in order that the consummation of the Merger and the Transactions will not violate any Legal Requirement, shall have been obtained.

          (g) There shall be no injunction, restraining order, decree or other Legal Requirement of any nature that is in effect that restrains or prohibits the consummation of the Merger or any of the Transactions.

          (h) Since the date of this Agreement, no Material Adverse Effect shall have occurred.

          (i) The holders of less than three percent (3%) of the aggregate of the outstanding Common Shares shall have delivered notices of intent to demand payment in accordance with Section 180.1321 of the WBCL.

          (j) [INTENTIONALLY OMITTED.]

          (k) The Merging Companies shall have delivered, as applicable, to the Parent each of the following:

     (i) a certificate of the Secretary of each of the Merging Companies, in a form reasonably satisfactory to the Parent, setting forth the resolutions of the Board of Directors of each of the Merging Companies authorizing the execution

of the Transaction Documents to which they are a party and the taking of any and all actions deemed necessary or advisable to consummate the Transactions;

     (ii) a certificate of the Secretary or Assistant Secretary of the Holding Company, in form reasonably satisfactory to the Parent, certifying that all requisite approvals of the Merger by the directors and the sole shareholder of the Merger Sub will have been obtained in accordance with its governing documents;

     (iii) the Escrow Agreement, in the form attached hereto as Exhibit 3.2(k)(iii) , duly executed by the Seller Representative on behalf of the Sellers;

     (iv) a good standing certificate for each of the Merging Companies, issued by the Wisconsin Department of Financial Institutions, dated not earlier than ten (10) days prior to the Closing Date;

     (v) a payoff statement from each of the creditors in respect of the obligations described on Schedule 3.2(k)(v) (the “Excluded Liabilities”) listing all indebtedness of the Merging Companies to such party as of the Closing Date that the Holding Company will satisfy at or prior to the Closing pursuant to Section 2.2(a) via the Exchange Agent, acknowledging that payment of such amount will satisfy all outstanding obligations of the Merging Companies arising in connection with the Excluded Liabilities and, if applicable, providing wire transfer instructions (the “Payoff Statements”), together in each case with an executed release of such creditor in form satisfactory to Parent;

     (vi) An executed Termination and Release Agreement (relating to the pledge of shares held by certain minority Sellers to secure indebtedness to M&I Marshall & Ilsley Bank (all of such indebtedness collectively, the “M&I Debt”) for the original purchase of such Shares), in the form attached hereto as Exhibit 3.2(k)(vi) , terminating each of the Pledge Agreements set forth on Schedule 3.2(k)(vi) ;

     (vii) Executed Employment Agreements, each substantially in the form attached hereto as Exhibit 3.2(k)(vii) (the “Employment Agreements”), executed by the employees of MEA set forth on Schedule 3.2(k)(vii) attached hereto;

     (viii) An executed Termination Agreement, in the form attached hereto as Exhibit 3.2(k)(viii) , terminating the Shareholder Agreements set forth on Schedule 3.2(k)(viii) and the Investor Rights Agreement;

     (ix) In addition to those Contribution Agreements entered into at the time of execution and delivery of this Agreement, each substantially in the form attached hereto, Contribution Agreements shall have been entered into by some or all of the Sellers named on Schedule 3.2(k)(ix) , such that the aggregate amount of Common Shares contributed by those Sellers and those previously executing Contribution Agreements equals an aggregate amount of 1,259,259 Common Shares; and

     (x) An affidavit, under penalties of perjury, stating that the Holding Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in the form and substance required under Treasury Regulation § 1.897-2(h) so that the Parent is exempt from withholding any amount under § 1445 of the Code.

     3.3 Conditions Precedent to the Merging Companies’ Obligations . The obligation of the Merging Companies to consummate the Merger and the other Transactions is subject to the satisfaction as of the Closing of each of the following conditions:

          (a) The representations and warranties of the Parent and Merger Sub (the “Buyer Parties”) set forth in Article 5 shall be true and correct on and as of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, for any representation or warranty that is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct on the date or during the range of dates so specified) and except where the failure of any representation and warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the Transactions.

          (b) The Buyer Parties have performed in all material respects the covenants of the Buyer Parties contained in this Agreement required to be performed on or prior to the Closing Date.

          (c) The Buyer Parties shall have delivered to the Holding Company a certificate dated the Closing Date and signed by an authorized officer of the Buyer Parties stating that each of the conditions set forth in Sections 3.3(a) and (b) have been satisfied as of the Closing Date. The statements contained in such certificate are a warranty of the Buyer Parties which survives the Closing for the period as provided in Article 10 .

          (d) There shall be no injunction, restraining order, decree or other Legal Requirement of any nature that is in effect that restrains or prohibits the consummation of the Merger or any of the Transactions.

          (e) The applicable waiting period under the HSR Act shall have expired or been terminated.

          (f) The Parent shall have delivered to the Seller Representative the following:

     (i) a certificate of the Secretary of each of the Buyer Parties, in a form reasonably satisfactory to the Seller Representative, setting forth the resolutions of the Board of Directors or other governing body of each of the Buyer Parties authorizing the execution of the Transaction Documents and the taking of any and all actions deemed necessary or advisable to consummate the Transactions;

     (ii) a certificate of the Secretary of the Parent, in form reasonably satisfactory to the Seller Representative, certifying that all requisite approvals of

the Merger by the directors and the sole shareholder of Merger Sub will have been obtained in accordance with its governing documents;

     (iii) a good standing certificate for each of the Buyer Parties issued by the Secretary of State of its jurisdiction of incorporation or organization dated no earlier than ten (10) days prior to the Closing Date;

     (iv) the Escrow Agreement, duly executed by the Parent;

     (v) payment of the Merger Consideration pursuant to Article   2 ;

     (vi) the Employment Agreements, duly executed by the Surviving Company each substantially in the form attached hereto as Exhibit 3.2(k)(vii) with each of the employees listed in Exhibit 3.2(k)(vii) ; and

     (vii) the Contribution Agreements, duly executed by the Parent and the Sellers set forth on Schedule 3.2(k)(ix) .

     3.4 Merger Filings . At the Closing, Articles of Merger and such other instruments required by the WBCL to complete the Merger and the other Transactions shall be executed by the Holding Company, and subject to the provisions of this Article 3 , at Closing the Holding Company and Merger Sub will cause the Articles of Merger to be filed as provided in Section 1.2 and will take any and all other lawful actions and do any and all other lawful things necessary to cause the Merger to become effective.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE MERGING COMPANIES

     The Merging Companies hereby jointly and severally represent and warrant to the Parent as follows:

     4.1 Authority; Authorization; Enforceability .

          (a) The Holding Company has the power and authority to enter into the Transaction Documents to which it is a party, to perform its obligations under each Transaction Document to which it is a party and to consummate the Transactions. The execution, delivery and performance by the Holding Company of the Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of the Holding Company. This Agreement has been, and at Closing each other Transaction Document to which the Holding Company is a party will be, duly and validly executed and delivered by the Holding Company. This Agreement constitutes, and at Closing each other Transaction Document to which the Holding Company is a party will constitute, the legal, valid and binding obligations of the Holding Company, enforceable against the Holding Company in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law).

          (b) The Operating Companies each have the power and authority to enter into the Transaction Documents to which it is a party, to perform its respective obligations under each Transaction Document to which it is a party and to consummate the Transactions. The execution, delivery and performance by the Operating Companies of the Transaction Documents to which they are a party have been duly and validly authorized by all necessary corporate action and limited liability company action, as applicable, on the part of the Operating Companies. This Agreement has been, and at Closing each other Transaction Document to which the Operating Companies are parties will be, duly and validly executed and delivered by the Operating Companies. This Agreement constitutes, and at Closing each other Transaction Document to which the Operating Companies are parties will constitute, the legal, valid and binding obligations of the Operating Companies, enforceable against the Operating Companies in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law).

          (c) The Holding Company’s Board of Directors has (at a meeting duly called and held prior to the execution hereof) unanimously (i) approved and declared advisable this Agreement and each of the other Transaction Documents to which the Holding Company is or will be a party, (ii) determined that the Transactions are advisable, fair to and in the best interests of the holders of outstanding Shares of the Holding Company (the “Shareholders”), (iii) recommended the approval and adoption of this Agreement and the Merger to the Shareholders and (iv) directed that this Agreement be submitted to the Shareholders for their approval and adoption (the “Shareholder Approval”). For purposes of this Agreement, the Shareholder Approval shall be deemed obtained only when this Agreement and the Merger are approved and adopted by the affirmative vote of (x) the holders of a majority of the outstanding Voting Common Shares, voting as one class, (y) the holder of a majority of the outstanding Non Voting Common Shares, voting as one class, and (z) the holders of a majority of the outstanding Preferred Shares, voting as a separate class.

          (d) The affirmative votes constituting the Shareholder Approval are the only approvals of the Shareholders necessary to approve, authorize and adopt this Agreement, the Merger, the other Transaction Documents to which the Holding Company is or will be a party and the Transactions and to consummate the Merger. No other vote, approval or other action is required on the part of the Holding Company or any of the Operating Companies to approve or adopt this Agreement, the Merger or the other Transaction Documents to which any of the Merging Companies is or will be party and the Transactions.

          (e) No actions, approvals, waivers or consents are required on the part of the Holding Company or any holder of Company Options in order to give effect to the provisions of Section 1.4(e) (regarding the treatment of the Company Options in the Merger).

     4.2 No Conflict . Except (a) for compliance with any applicable requirements of the HSR Act and (b) as set forth in Schedule 4.2 , neither the execution and delivery of any Transaction Document to which the Merging Companies are a party nor the consummation or performance of any of the Transactions by any of the Merging Companies (i) contravenes, conflicts with, or results in a violation of or default under any provision of the applicable

governance documents of any of the Merging Companies, (ii) assuming all Governmental Authorizations described in Section 3.2(f) are obtained, contravenes, conflicts with or results in a violation of or default under any Legal Requirement or any Order to which any of the Merging Companies, or any of the assets owned by any of the Merging Companies is subject or (iii) assuming all Required Consents are obtained, violates or conflicts with, or results in a default under, or gives any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or result in the imposition or creation of any Lien (other than Permitted Liens) upon or with respect to any of the assets owned, leased or licensed by any of the Merging Companies, except, in each case, where the violation, conflict, default or imposition or creation of any Lien would not reasonably be expected to have a Material Adverse Effect.

     4.3 Governmental Approvals . Except for compliance with any applicable requirements of the HSR Act and as set forth on Schedule 4.3 , no action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made in connection with the execution and delivery by any of the Merging Companies of any Transaction Document to which it is a party or the consummation by any of the Merging Companies of the Transactions, except, in each case, where the failure to have such action, consent, approval, order or authorization of or registration, declaration or filing, would not reasonably be expected to have a Material Adverse Effect.

     4.4 Voting Agreements . Except as set forth on Schedule 4.4 , (a) none of the Merging Companies nor, to the Knowledge of the Holding Company, any other Person, are a party to any voting trust agreement, power of attorney, shareholders’ agreement, proxy or other Contract relating to the sale, transfer, purchase, redemption, voting, distribution or dividend rights or disposition of any of the Shares or otherwise granting any Person any right in respect of the Shares and (b) to the Knowledge of the Holding Company, there are no existing restrictions on the transfer of the Shares other than the restrictions imposed by applicable federal and state securities laws.

     4.5 Corporate and Limited Liability Company Matters . The Holding Company and MEA are corporations validly existing and in good standing under the laws of the State of Wisconsin. MED is a limited liability company validly existing and in good standing under the laws of the State of Wisconsin. Each of the Merging Companies have the corporate power or limited liability company power, as applicable, and authority to own or lease their properties and assets as and where currently owned or leased and to conduct the Business. Each of the Merging Companies are duly qualified to do business and are in good standing in each jurisdiction in which the nature of the Business or the ownership or leasing of its assets makes such qualification necessary, except where the lack of such qualification would not have a Material Adverse Effect.

     4.6 Documentation . The articles of incorporation, by-laws and ownership record books of the Merging Companies, in the form made available for inspection by the Parent and its Agents prior to the date of this Agreement, are true and complete in all material respects.

     4.7 Capitalization .

          (a) The authorized capital stock of the Holding Company consists of 5,000,000 Shares of Voting Common Stock, par value $.01 per Share (the “Voting Common Shares”), of which 2,519,000 Shares are issued and outstanding as of the date hereof, 5,000,000 Shares of Non-Voting Common Stock, par value $.01 per Share (the “Non-Voting Common Shares”), of which 558,020.2308 Shares are issued and outstanding as of the date hereof (44,348.22 of which are Shares of Restricted Stock) and 1,000,000 Preferred Shares, of which 251,685 Preferred Shares are issued and outstanding as of the date hereof. As of the date hereof and as of Closing, options to acquire up to 15,498 additional Non-Voting Common Shares have been granted and, as of Closing, will have fully vested and be exercisable. Schedule 4.7 accurately sets forth the name of each holder of Company Options, the number of Shares issuable upon exercise of the Company Options and the applicable exercise prices. Except as set forth on Schedule 4.7 , (a) the Shares constitute all the issued and outstanding ownership interests of the Holding Company, of whatever class, series or designation and (b) there are no outstanding warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which the Holding Company or any other Merging Company is or may become obligated to issue or sell any ownership interests or other securities of the Holding Company. Except as set forth on Schedule 4.7 , there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to the equity securities of the Holding Company or any other Merging Company. As of January 31, 2008, the aggregate liquidation preference of the Preferred Shares will be $34,024,874.46 (including $8,856,374.46 in accrued unpaid dividends).

          (b) All of the issued and outstanding Shares of capital stock of the Holding Company were offered, issued and sold in full compliance with all applicable federal and state securities laws and the Holding Company has not received, or been advised of any notice or allegation to the contrary.

     4.8 Subsidiaries .

          (a) Schedule 4.8 sets forth a true and complete list, containing the name, jurisdiction of organization and capitalization of each Subsidiary. Except as set forth on Schedule 4.8 , the Holding Company has no Subsidiaries. All of the issued and outstanding shares of capital stock or equity interests, as applicable, of the Subsidiaries are fully paid and nonassessable, except as provided under applicable federal and state securities laws. The Holding Company holds of record and owns beneficially all of the outstanding shares or equity interest, as applicable, of each Subsidiary and there are no outstanding warrants, options, subscriptions, convertible or exchangeable securities or other agreements pursuant to which any Subsidiary is or may become obligated to issue or sell any shares of capital stock, equity interest or other securities of such Subsidiary. The Holding Company does not own, nor is the Holding Company a party to any Contract to acquire, any equity securities or securities of any Person or any direct or indirect equity or ownership in any other business.

          (b) There are no voting trust agreements, powers of attorney, shareholder agreements, operating agreements, proxies or any other Contracts, relating to the sale, transfer, voting, dividend rights or disposition of any of the outstanding shares of capital stock or equity interests, as applicable, of any Subsidiary or otherwise granting any Person any right in respect of the outstanding shares of capital stock or equity interests, as applicable, of any Subsidiary and

there are no existing restrictions on the transfer of such outstanding shares of capital stock or equity interests, as applicable, of any Subsidiary other than restrictions imposed by applicable federal and state securities laws.

     4.9 Tangible Personal Property . All of the material tangible personal property reflected on the Most Recent Balance Sheet or otherwise used by the Operating Companies in the operation of their Business is either (a) owned by such Operating Company or (b) leased pursuant to valid leasehold interests, in each case free and clear of all Liens, other than Permitted Liens (including those described on Schedule 4.9 ).

     4.10 Leased Real Estate . Schedule 4.10 sets forth each Real Estate Lease. Except as otherwise set forth on Schedule 4.10 :

          (a) each Real Estate Lease is a valid and binding obligation of MEA, enforceable against MEA, as the case may be, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and by general principles of equity);

          (b) to the Knowledge of the Holding Company, neither MEA nor any other party to any such Real Estate Lease is in material breach or material default under such Real Estate Lease, except for: (i) such defaults and events as to which requisite waivers or consents have been obtained; and (ii) breaches or defaults which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and

          (c) the consummation of the Transactions does not require the consent of any landlord, sub-landlord or other Person under any such Real Estate Lease.

     4.11 Owned Real Estate . The Merging Companies do not own in fee simple any real property.

     4.12 Proceedings . Except as set forth in Schedule 4.12 , there is no Proceeding pending or to the Knowledge of the Holding Company threatened against any of the Merging Companies that would in either case reasonably be expected to have a Material Adverse Effect. No Merging Company is subject to any Order which prohibits or enjoins the consummation of the Transactions.

     4.13 Intellectual Property.

          (a) Schedule 4.13 contains a complete and correct list, as of the date hereof, of all patents and patent applications, trademark registrations and applications, and copyright registrations and applications owned by the Merging Companies that are material to the Business (collectively, the “Listed Intellectual Property”).

          (b) Except as set forth on Schedule 4.13 , to the Knowledge of the Holding Company, either the Holding Company or MEA owns (or will own on the Closing Date) or has the right to use (or will have the right to use on the Closing Date), in the United States, without payment of a royalty, license fee or similar fee to any other party (other than pursuant to an agreement set forth on Schedule 4.13 or any agreement that is not a Material Contract), the

patents, trademarks, trade names and copyrights used by the Merging Companies in the Business, except where the failure of the Merging Companies to own or have the right to use any such patent, trademark, trade name or copyright would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.13 , to the Knowledge of the Holding Company, the conduct of the Business does not infringe on the intellectual property rights of any Person, in the United States, except for such infringements which in the aggregate would not reasonably be expected to have a Material Adverse Effect.

          (c) Except as set forth on Schedule 4.13 , no Proceedings are pending or, to the Knowledge of the Holding Company, threatened against any of the Merging Companies by any other Person before any Governmental Body challenging or questioning either the right of any of the Merging Companies to use, or the validity of, any Listed Intellectual Property (other than claims, challenges, or questions by governmental intellectual property office examiners as part of the application process), except for Proceedings that would not reasonably be expected to have a Material Adverse Effect.

          (d) Except as set forth on Schedule 4.13 , to the Knowledge of the Holding Company, no other Person has claimed in writing against any of the Merging Companies and continues to claim the right to use in an infringing manner any Listed Intellectual Property other than pursuant to an agreement set forth on Schedule 4.16 or an arrangement that is not a Material Contract, except as would not reasonably be expected to have a Material Adverse Effect.

     4.14 Financial Statements .

          (a) The Holding Company has delivered the following financial statements (the “Financial Statements”) to the Parent, which are attached to Schedule 4.14 : (a) the audited consolidated balance sheet of the Holding Company as of December 31, 2006 (including the notes thereto), and the related audited consolidated statements of operations, shareholders’ equity and cash flows of the Holding Company for the year ended December 31, 2006 and (b) the unaudited consolidated balance sheet of the Holding Company as of November 30, 2007 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Holding Company for the eleven (11) months then ended (the “Interim Financial Statements”). Except as set forth on Schedule 4.14 and in light in all respects of the fact that the Financial Statements reflect a substantial portion of the Holding Company’s income, shareholders’ equity and cash flows on a “percentage of completion method”: (i) each of the Financial Statements has been prepared in accordance with GAAP applied on a basis consistent with prior periods (except as may be indicated in any notes thereto), (ii) each of such balance sheets fairly presents in all material respects the consolidated financial position of the Holding Company as of its respective date and (iii) each of such statements of operations and cash flows fairly presents in all material respects the results of operations of the Holding Company for the period covered thereby; provided , however , that the Interim Financial Statements are subject to normal reclassifications, adjustments and lack footnotes and other presentation items; provided , further , that for purposes of this representation, in determining whether a statement of operations and cash flows fairly presents the results of operations of the Holding Company, negative variances on percentage of completion items shall be deemed to be offset by positive variances of comparable amounts.

          (b) None of the Holding Company or its consolidated subsidiaries has any Indebtedness, whether or not required to be reflected or reserved against on a consolidated balance sheet of the Holding Company and its subsidiaries prepared in accordance with GAAP, except for any such Indebtedness (i) set forth, reflected in or reserved against in the Most Recent Balance Sheet or (ii) incurred in the ordinary course of business since October 31, 2007 and that could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

     4.15 Taxes .

          (a) Except as set forth on Schedule 4.15 , all Returns required to be filed by the Merging Companies or any Subsidiaries thereof for all Taxable Periods ending prior to the date hereof have been duly and timely (within any applicable extension periods) filed with the appropriate Tax Authorities in all jurisdictions in which such Returns are required to be filed. All such Returns are correct and complete and all Taxes shown to be due and payable on such Returns or otherwise due have been timely paid. The Tax bases of the intangible assets of the Merging Companies and all Subsidiaries thereof shown on the Returns of such companies are correct and complete in all respects. All amortization deductions arising from the acquisition of MEA in 2004 are properly allowable deductions under Section 197 of the Code. All Taxes that the Merging Companies or any Subsidiaries thereof are required by any Legal Requirement to withhold or collect have been duly withheld or collected and have been timely paid over to the appropriate Tax Authority to the extent due and payable.

          (b) There is no claim or assessment pending or, to the Knowledge of the Holding Company, threatened against any of the Merging Companies or any Subsidiaries thereof by any Tax Authority for any alleged deficiency in Taxes.

          (c) No Merging Company or any Subsidiaries thereof has: (i) executed a waiver or consent extending any statute of limitations for the assessment or collection of any Taxes which remain outstanding; (ii) applied for a ruling related to Taxes; or (iii) entered into a closing agreement with any Tax Authority.

          (d) To the Knowledge of the Holding Company, none of the Returns of any of the Merging Companies or any of their Subsidiaries filed with respect to Tax years beginning on or after January 1, 2004 has been or is currently being examined by the relevant Tax Authorities. There are no examinations or other administrative or court proceedings relating to Taxes of any Merging Company or any of their Subsidiaries in progress or pending or, to the Knowledge of the Holding Company, threatened.

          (e) No Merging Company or any Subsidiaries thereof is a party to any written agreement providing for the allocation or sharing of Taxes. No Merging Company or any Subsidiaries thereof is liable for the Taxes of any other Person under law, by contract, as transferee or otherwise (except for the other respective Tax liabilities of any member of the affiliated group (within the meaning of §1504 of the Code) of which the Holding Company is the common parent).

          (f) No Merging Company or any Subsidiaries thereof is or has been a United States real property holding corporation within the meaning of §897(c)(2) of the Code during the period specified in §897(c)(1)(A)(ii) of the Code.

          (g) No written claim has ever been made by any Tax Authority in a jurisdiction where any of the Merging Companies or any of their Subsidiaries do not file Returns that any such company is or may be subject to taxation by that jurisdiction.

          (h) There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Merging Companies or any Subsidiaries thereof.

          (i) No Merging Company or any Subsidiary thereof is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of:

     (i) Any “excess parachute payment” within the meaning of §280G of the Code;

     (ii) Any amount that will not be fully deductible as a result of §162(m) of the Code; or

     (iii) Any amount that is subject to §409A of the Code.

          (j) No Merging Company or any of their 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 taxab