AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

between

GRANAHAN MCCOURT ACQUISITION CORPORATION ,

SATELLITE MERGER CORP.,

PRO BRAND INTERNATIONAL, INC.

and

THE EQUITY HOLDERS OF PRO BRAND INTERNATIONAL, INC.

Dated as of April 24, 2008

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2008 (this “ Agreement ”), by and among Granahan McCourt Acquisition Corporation, a Delaware corporation (“ Parent ”), Satellite Merger Corp., a Georgia corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), Pro Brand International, Inc., a Georgia corporation (the “ Company ”) and each of the equityholders of the Company who has executed a signature page hereto (collectively, the “ Sellers ”).

RECITALS :

A.             The respective Boards of Directors of Parent, Merger Sub and the Company have each determined that the Merger (as defined below) is advisable and in the best interests of their respective equityholders and have approved the Merger upon the terms and subject to the conditions set forth in this Agreement;

B.             To effectuate the Merger, Merger Sub, upon the terms and subject to the conditions of this Agreement and in accordance with the GBCC will merge with and into the Company (the “ Merger ”);

C.             Each of Parent, Merger Sub, the Company and the Sellers desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

D.             To induce Parent and Merger Sub to enter into this Agreement, substantially concurrently with the execution and delivery of this Agreement, certain Persons holding, in the aggregate, 436,433 Company Shares are entering into agreements with Parent (collectively, the “ Voting Agreements ”), providing, among other things, that such Persons will vote all Company Shares owned by them in favor of the Merger during the period specified in such Voting Agreements; and

E.              Substantially concurrently herewith, each of Mr. Philip M. Shou, Mrs. Gen Chu Shou and Mr. Jim Crownover is entering into an employment agreement with the Company ( provided that the employment term thereunder commences as of, and is subject to the occurrence of, the Closing) (collectively, the “ Employment Agreements ”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and intending to be legally bound hereby, each of Parent, Merger Sub, the Company and the Sellers (each, a “ Party ” and collectively, the “ Parties ”) hereto agree as follows:

ARTICLE 1
The Merger

Section 1.1              The Merger .  Subject to the terms and conditions hereof and the applicable provisions of the GBCC, at the Effective Time, the Merger shall be effectuated as follows:  ( i ) Merger Sub shall be merged with and into the Company, ( ii ) the separate corporate existence of Merger Sub shall cease, and ( iii ) the Company shall be the surviving corporation.  The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “ Surviving Corporation .”

Section 1.2              Merger Consideration .  At the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Company Shares, the Company Shares (other than Company Shares held as treasury shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, subject to the Escrow provided for in Section 1.5(b), the following consideration (the “ Total Merger Consideration ”):  ( i ) a number of shares of Parent common stock (“ Parent Stock ”), par value $.0001 per share (the “ Stock Consideration ”), equal to the nearest whole number obtained by dividing $20,000,000 by the Relevant Per Share Price, ( ii ) cash in immediately available funds in an amount equal to $55,000,000 (the “ Cash Consideration” ), ( iii ) the right to receive the Escrowed Shares and the Escrowed Cash in accordance with the terms of this Agreement and the Escrow Agreement and ( iv ) the right to receive the Earnout Payments in accordance with Section 1.7.

Section 1.3              Appraisal Rights .  Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Sections 14-2-1325 and 14-2-1327 of the GBCC (the “ Dissenting Stockholders ”),

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shall not be converted into or be exchangeable for the right to receive the Total Merger Consideration (the “ Dissenting Shares ”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Article 13 of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Sections 14-2-1302 of the GBCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the GBCC.  If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of common stock of the Company (the “ Company Common Stock ”) shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Total Merger Consideration for each such share of Company Common Stock, without any interest thereon.  The Company shall give the Owners ( i ) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the GBCC and received by the Company relating to stockholders’ rights of appraisal, and ( ii ) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the GBCC.

Section 1.4              Lost, Stolen or Destroyed Certificates .  If any share certificates representing the Company Shares (each a “ Certificate ”) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation will pay, in exchange for such lost, stolen or destroyed Certificate, the pro rata Total Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated by this Article 1.

Section 1.5              Closing; Payments; Effects .

(a)            Closing .  The closing of the Merger and the other transactions contemplated thereby (the “ Closing ”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022 at 10:00 a.m. on the date that is three (3) Business Days after the conditions set forth in Article 7 have been satisfied or waived (other than conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions), or on such other date as the Parties may agree to in writing (the date on which the Closing occurs, the “ Closing Date ”).  At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger that complies with the relevant provisions of the GBCC and is otherwise in form and substance reasonably acceptable to the Parties (the “ Certificate of Merger ”) with the Secretary of State of the State of Georgia (the time of such filing, or such later time as may be agreed in writing by the Parties and specified in the Certificate of Merger, being the “ Effective Time ”).

(b)            Escrow .  At the Effective Time, Parent shall deposit, or shall cause to be deposited, with SunTrust Bank, a Georgia banking corporation or such other bank, trust company or fiduciary as may be designated by Parent, which shall be reasonably acceptable to the Company (the “ Escrow Agent ”), a number of shares of Parent Stock equal to the nearest whole number obtained by dividing $3,000,000 by the Relevant Per Share Price (the “ Escrowed Shares ”) out of the Stock Consideration and $8,250,000 in cash (the “ Escrowed Cash ” and, together with the Escrowed Shares, the “ Escrow Fund ”) out of the Cash Consideration.  The Escrowed Shares and the Escrowed Cash are to be administered and released in accordance with the terms of this Agreement and the Escrow Agreement.

(c)            Delivery of Share Certificates .  At the Closing, the Sellers shall deliver to the Parent certificates representing the Company Shares duly endorsed or accompanied by stock powers duly executed in proper form for transfer and accompanied by all requisite stock transfer tax stamps, free and clear of all Liens.

(d)            Cash Consideration .  At the Effective Time, Parent will pay to each Shareholder by wire transfer of immediately available funds, to such account as shall be designated in writing by each Shareholder to Parent at least five (5) Business Days prior to the Closing Date, an amount in cash equal to ( A ) the number of Company Shares held by each such Shareholder immediately prior to the Effective Time multiplied by ( B ) the Per Share Cash Consideration.

(e)            The Stock Consideration .  At the Effective Time, Parent will deliver to each Shareholder stock certificates evidencing such number of shares of Parent Stock as is equal to ( A ) the number of Company Shares held by each such Shareholder immediately prior to the Effective Time multiplied by ( B ) the Per Share Stock Consideration.

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(f)             Cancellation and Retirement of Company Shares .  At the Effective Time, all Company Shares issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each Shareholder shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 1.2, payable or issuable, as applicable, in the form set forth in this Section 1.5.

(g)            Cancellation of Treasury Stock .  At the Effective Time, all Company Shares issued and outstanding immediately prior to the Effective Time that are owned by the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

(h)            Company Options .  Upon the terms and subject to the conditions of this Agreement, at the Effective Time, each Company Option, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled at the Effective Time and shall be converted into the right to receive a portion of the Total Merger Consideration such that, for each share of Company Common Stock underlying a Company Option, the holder thereof shall be entitled to receive:

(i)             an amount of cash equal to ( x ) the Per Share Cash Consideration minus ( y ) the exercise price of such Company Option;

(ii)            a number of shares of Parent Stock equal to the Per Share Stock Consideration;

(iii)           Escrowed Shares and Escrowed Cash in accordance with the terms of this Agreement and the Escrow Agreement; and

(iv)           a contingent right to receive a portion of the Earnout Payments, if any are paid, pursuant to Section 1.7 .

The cash amount referred to in Section 1.5(h)(i) above shall be paid to the holder of the applicable Company Option and the shares of Parent Stock referred to in Section 1.5(h) (ii) above shall be delivered to the holder of the applicable Company Option ( A ) if the term of such option would (but for this Agreement) otherwise expire on or before December 31, 2008, as soon as reasonably practicable, and in any event within 20 Business Days, after the Effective Time and ( B ) if the term of such option would (but for this Agreement) otherwise expire on or after January 1, 2009, as soon as reasonably practicable, and in any event within 20 Business Days, after January 1, 2009.  The Company shall, prior to the Effective Time, take all necessary actions (including adopting any necessary resolutions of the Company Board and/or a committee of the Company Board or providing all required notices and obtaining any Required Consents) to ensure that all outstanding Company Options are treated as provided for in this Section 1.5(h) , and that no holder of any such Company Option shall have any rights thereafter with respect thereto except as expressly provided in this Section 1.5(h) .

(i)             No Further Ownership Rights in Equity Securities of the Company .  The Total Merger Consideration issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Equity Securities of the Company, and there shall be no further registration of transfers on the records of the Surviving Corporation of any Equity Securities of the Company that were outstanding immediately prior to the Effective Time.

(j)             Effects of the Merger .  The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the GBCC.  Without limiting the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation.  The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either the Company or Merger Sub that is reasonably necessary in order to carry out and effectuate the Merger consistent with the provisions of this Agreement.

(k)            Tax Withholding Rights .  Parent, Merger Sub or the Surviving Corporation shall be entitled to deduct and withhold all amounts required to be withheld in respect of Taxes from any amount otherwise payable (in cash or in kind) pursuant to this Agreement and any amounts deducted or withheld from any such payment shall be treated for all purposes of this Agreement as having been paid.

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Section 1.6              Shareholder Loans .  With respect to the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or any payment made to the holder of any Company Option pursuant to this Agreement, an amount sufficient to discharge any indebtedness of the recipient of such consideration and/or payment to the Company or any of its Subsidiaries, or any indebtedness that is guaranteed by the Company or any of its Subsidiaries, including, but not limited to, any indebtedness of such recipient incurred to purchase any shares of Company Common Stock and set forth in Section 1.6 of the Company Disclosure Letter, shall be applied first to such indebtedness and shall be deemed for all purposes of this Agreement as having been paid to such holders in respect of their Company Common Stock or Company Options.  To the extent that the application of such consideration in accordance with the immediately preceding sentence would not be sufficient to discharge any such indebtedness, the Company shall cause the Persons owing such indebtedness to repay such indebtedness in cash prior to the Closing (such repayments by such Persons collectively the “ Shortfall Payments ”).

Section 1.7              Earnout .

(a)            Calculation of Adjusted EBITDA .

(i)             Parent shall cause the Surviving Corporation and its Subsidiaries’ combined Adjusted EBITDA to be determined and an Adjusted EBITDA statement to be delivered to the Sellers’ Representative, with appropriate workpapers and backup for the calculations made therein, on or before the thirtieth (30th) day after the last day of Year One, Year Two and Year Three, as the case may be (the “ Annual Income Statement ”).

(ii)            If within thirty (30) days following receipt of the Annual Income Statement by Sellers’ Representative, the Sellers’ Representative has not given Parent written notice of objection to such Annual Income Statement (such notice must contain a statement in reasonable detail of the basis of such objections), then the Company’s and its Subsidiaries’ combined Adjusted EBITDA reflected in the Annual Income Statement will be used in computing any payments due under this Section 1.7.  If Sellers’ Representative gives such notice of objection, and the items in dispute cannot be resolved by agreement between the Parent and the Sellers’ Representative within thirty (30) days following Parent’s receipt of the Sellers’ Representative’s written objection, the issues in dispute will be submitted to an Independent Accountant for resolution, with instructions to the Independent Accountant to determine the Company’s and its Subsidiaries’ combined Adjusted EBITDA in accordance with the definitions and principles set forth in this Agreement. If issues in dispute are submitted to the Independent Accountant for resolution, ( a ) each of Parent and the Sellers’ Representative will furnish to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to it and will be afforded the opportunity to present to the Independent Accountant any material relating to the determination and to discuss the determination with the Independent Accountant; ( b ) the determination by the Independent Accountant of Adjusted EBITDA, as set forth in a written notice delivered to Parent and the Sellers’ Representative by the Independent Accountant, will be binding and conclusive on the parties absent manifest error; and ( c ) the Surviving Corporation and the Sellers’ Representative shall pay the fees and expenses of the Independent Accountant in connection with such determination, provided that the respective portions of such fees to be borne by the Surviving Corporation, on the one hand, and the Sellers’ Representative, on the other hand, shall be determined by the Independent Accountant based on the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, and the fees payable by the Shareholders shall be deducted from the Earnout Payment.  The determination of the Independent Accountant shall be final, conclusive and binding on the parties.  The Company shall maintain records during Year One, Year Two and Year Three sufficient to allow the Shareholders and the Parent to verify all calculations relevant to the Earnout Payments.

(b)            Possible Year One Earnout Payment .  Based on the amount of Year One Adjusted EBITDA of the Company and its Subsidiaries, Parent shall pay to the Shareholders and Company Option holders an aggregate amount as set forth below:

(i)             If Year One Adjusted EBITDA is less than or equal to Fourteen Million Dollars ($14,000,000), the Shareholders and Company Option holders shall not be entitled to be paid any Year One earnout payment.

(ii)            If Year One Adjusted EBITDA is greater than Fourteen Million Dollars ($14,000,000), then the aggregate Year One earnout payment shall be the amount equal to the sum of:

(x)             For every $1.00 by which Adjusted EBITDA exceeds Fourteen Million Dollars ($14,000,000), up to a total of Fifteen Million Dollars ($15,000,000), the Shareholders and Company Option holders shall receive $2.25; plus

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(y)            For every $1.00 by which Adjusted EBITDA exceeds Fifteen Million Dollars ($15,000,000), up to a total of Seventeen Million Dollars ($17,000,000), the Shareholders and Company Option holders shall receive $2.75; plus

(z)             For every $1.00 by which Adjusted EBITDA exceeds Seventeen Million Dollars ($17,000,000), the Shareholders and Company Option holders shall receive $3.25.

(c)            Possible Year Two Earnout Payment .  Based on the amount of Year Two Adjusted EBITDA of the Company and its Subsidiaries, Parent shall pay to the Shareholders and Company Option holders an aggregate amount as set forth below:

(i)             If Year Two Adjusted EBITDA is less than or equal to Seventeen Million Dollars ($17,000,000), the Shareholders and Company Option holders shall not be entitled to be paid any Year Two earnout payment.

(ii)            If Year Two Adjusted EBITDA is greater than Seventeen Million Dollars ($17,000,000), then the aggregate Year Two earnout payment shall be the amount equal to the sum of:

(x)             For every $1.00 by which Adjusted EBITDA exceeds Seventeen Million Dollars ($17,000,000), up to a total of Twenty Million Dollars ($20,000,000), the Shareholders and Company Option holders shall receive $4.50; plus

(y)            For every $1.00 by which Adjusted EBITDA exceeds Twenty Million Dollars ($20,000,000), up to a total of Twenty-Three Million Dollars ($23,000,000), the Shareholders and Company Option holders shall receive $5.50; plus

(z)             For every $1.00 by which Adjusted EBITDA exceeds Twenty-Three Million Dollars ($23,000,000), the Shareholders and Company Option holders shall receive $6.50.

(d)            Possible Year Three Earnout Payment .  Based on the amount of Year Three Adjusted EBITDA of the Company and its Subsidiaries, Parent shall pay to the Shareholders and Company Option holders an aggregate amount as set forth below:

(i)             If Year Three Adjusted EBITDA is less than or equal to Nineteen Million Dollars ($19,000,000), the Shareholders and Company Option holders shall not be entitled to be paid any Year Three earnout payment.

(ii)            If Year Three Adjusted EBITDA is greater than Nineteen Million Dollars ($19,000,000), then the aggregate Year Three earnout payment shall be the amount equal to the sum of:

(x)             For every $1.00 by which Adjusted EBITDA exceeds Nineteen Million Dollars ($19,000,000), up to a total of Twenty-Two Million Dollars ($22,000,000), the Shareholders and Company Option holders shall receive $2.8125; plus

(y)            For every $1.00 by which Adjusted EBITDA exceeds Twenty-Two Million Dollars ($22,000,000), up to a total of Twenty-Five Million Dollars ($25,000,000), the Shareholders and Company Option holders shall receive $3.4375; plus

(z)             For every $1.00 by which Adjusted EBITDA exceeds Twenty-Five Million Dollars ($25,000,000), the Shareholders and Company Option holders shall receive $4.0625.

(e)            Form of Payment; Payment Date .

(i)             Any amount payable pursuant to Section 1.7(b), Section 1.7(c) or Section 1.7(d) hereof (the “ Earnout Payments ”) shall be paid, ( A ) if Sellers’ Representative does not object to the Annual Income Statement pursuant to Section 1.7(a), within forty-five (45) calendar days following the last day of Year One, Year Two or Year Three, as applicable, ( B ) if Parent has not performed its obligations under Section 1.7(a) with respect to the timely delivery of the Annual Income Statement, then on or before the thirtieth (30th) calendar day following Sellers’ Representative’s receipt of the Annual Income Statement, unless Sellers’ Representative objects to the Annual Income Statement pursuant to Section 1.7(a), and ( C ) if Sellers’ Representative objects to the

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Annual Income Statement pursuant to Section 1.7(a) hereof, then three (3) Business Days after the Independent Accountant’s determination.

(ii)            The first $7.5 million of any amount due under Section 1.7(b) shall be paid in cash by wire transfer or other immediately available funds to such account as shall be designated in writing by each Shareholder and Company Option holder to Parent; and the remainder of such Year One Earnout Payment shall be paid in a combination of Parent Stock (with the number of shares to be calculated as provided below) and cash in such relative proportion as the board of directors of Parent shall determine; provided, however, that to the extent that Parent pays more than $5 million (such excess, the “ Excess Stockholder Payments ”) to holders of IPO Shares upon exercise of their rights to convert such IPO Shares into cash in accordance with Article Fifth of the Parent Certificate of Incorporation (“ Dissenting Parent Stockholders ”), then, notwithstanding the foregoing, Parent may reduce the amount of cash payable pursuant to the Year One Earnout Payment (and correspondingly increase the number of shares of Parent Stock) by an amount not exceeding the amount of the Excess Stockholder Payments.

(iii)           The first $5 million of any amount due under Section 1.7(c) shall be paid in cash by wire transfer or other immediately available funds to such account as shall be designated in writing by each Shareholder and Company Option holder to Parent; the next $5.0 million of such Year Two earnout payment shall be paid fifty percent (50%) in Parent Stock (with the number of shares to be calculated as provided below) and fifty percent (50%) in cash; and the remainder of such Year Two Earnout Payment shall be paid in a combination of Parent Stock (with the number of shares to be calculated as provided below) and cash in such relative proportions as the board of directors shall determine; provided, however, that to the extent that Parent makes Excess Stockholder Payments and does not cover such excess from the reduction in cash permitted by Section 1.7(e)(ii), then, notwithstanding the foregoing, Parent may reduce the amount of cash payable pursuant to the Year Two Earnout Payment (and correspondingly increase the number of shares of Parent Stock) by an amount not exceeding the excess, if any, of (x) the Excess Stockholder Payment over (y) the amount by which cash payments pursuant to Section 1.7(e)(ii) were reduced pursuant to the proviso to Section 1.7(e)(ii).

(iv)           The first $5 million of any amount due under Section 1.7(d) shall be paid in cash by wire transfer or other immediately available funds to such account as shall be designated in writing by each Shareholder and Company Option holder to Parent; the next $5.0 million of such Year Three Earnout Payment shall be paid fifty percent (50%) in Parent Stock (with the number of shares to be calculated as provided below) and fifty percent (50%) in cash; and the remainder of such Year Three Earnout Payment shall be paid in a combination of Parent Stock (with the number of shares to be calculated as provided below) and cash in such relative proportions as the board of directors shall determine.

(v)            For the purpose of determining the number of shares of Parent Stock to be delivered pursuant to this Section 1.7, the Parent Stock shall be valued based on the average weighted closing price of Parent Stock on the American Stock Exchange (or such other national securities exchange on which the Parent Stock is then traded) for the twenty (20) trading day period ending on the last American Stock Exchange (or such other national securities exchange) trading day of Year One, Year Two or Year Three, as the case may be.  Notwithstanding anything in this Agreement to the contrary, Parent may, in its sole discretion, pay all or any portion of an Earnout Payment in cash rather than in shares of Parent Stock; provided, however , that in the event Parent consummates a transaction in which all of the stockholders of Parent receive cash in exchange for their shares of Parent Stock, then all Earnout Payments due to be paid subsequent to the consummation of such transaction shall be paid solely in cash.

(vi)           The amount of the Earnout Payment, if any, payable in respect of each share of Company Common Stock and each share of Company Common Stock underlying a Company Option shall be determined by dividing the applicable Earnout Payment by the Aggregate Company Shares and the aggregate number of shares of Company Common Stock that are underlying all Company Options immediately prior to the Effective Time.

(vii)          The shares of Parent Stock to be issued pursuant to this Section 1.7 shall be adjusted appropriately if, during the period commencing on the date that is twenty (20) trading days before the end of Year One, Year Two or Year Three, as applicable, and ending on the date such shares are actually issued and delivered to Shareholders, Parent ( i ) effects any dividend payable in shares of Parent Stock or any other class of Equity Securities; ( ii ) splits or combines the outstanding shares of Parent Stock; ( iii ) effects any reorganization or reclassification of Parent Stock or any other class of Equity Securities; or ( iv ) fixes a record date for the determination of shareholders entitled to any of the foregoing.  No fractional shares of Parent Stock will be issued under this Section 1.7 and any fractional shares will be rounded up or down to the nearest whole number of shares to avoid the issuance of fractional shares (a fractional share of 0.5 or more will be rounded up; less than 0.5 will be rounded down).  The issuance of shares of Parent Stock to be issued pursuant to Section 1.7 hereof shall be duly registered under the Securities Act, and subject to the extent applicable to Rule 145 restrictions as promulgated under the Securities Act.

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(f)             Protective Provisions .

(i)             The Parties acknowledge that the right to receive the Earnout Payments described in this Section 1.7 is an integral part of the consideration to be received by the Shareholders pursuant to this Agreement and the Merger.  In furtherance of the foregoing, Parent agrees that, ( x ) until the Year Three Earnout Payment is determined, Parent shall not take any actions, or fail to take any actions with the specific intent of reducing or impairing the amount of the Earnout Payments, and ( y ) until the end of Year Three, Parent shall use reasonable commercial efforts to:

(a)            permit the Sellers’ Representative and his agents, attorneys and accountants to have reasonable access, upon reasonable notice and during normal business hours, to all books and records of the Company for the purpose of verifying Parent’s compliance with this Section 1.7; provided that, any such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and shall be arranged through responsible officers of the Company designated for such purpose;

(b)            not ( i ) terminate Mr. Philip Shou’s, Mrs. Gen Chu Shou’s or Mr. James P. Crownover’s employment with the Company without Cause (as defined in such person’s respective Employment Agreement) or ( ii ) take any of the actions set forth in Section 9(f) of the respective Employment Agreement of such person.

(c)            cause the collective business activities of the Company to be accounted for separately from any other business activities and operations of Parent or its subsidiaries or Affiliates, and shall maintain such books and records with respect thereto as shall be necessary to carry out the provisions hereof; and

(d)            not change the fiscal year of the Company.

Section 1.8              Articles of Incorporation; Organizational Documents; Officers and Directors .

(a)            Articles of Incorporation .  The articles of incorporation of the Surviving Corporation shall be the articles of incorporation of the Company as of the Effective Time.

(b)            Bylaws .  The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

(c)            Directors .  From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.

(d)            Officers .  From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Surviving Corporation.  .

Section 1.9              Rule 145 .  All shares of Parent Common Stock issued pursuant to this Agreement to “affiliates” (as defined for purposes of Rule 145 under the Securities Act) of the Company listed in Section 1.9 of the Company Disclosure Letter, including shares of Parent Common Stock issued pursuant to Section 1.7 in connection with the Earnout Payment, if any, to the extent any Seller is an “affiliate” (as defined for purposes of Rule 145 under the Securities Act) of the Company at the time of such payment, will be subject to certain resale restrictions under Rule 145 under the Securities Act and all certificates representing such shares shall not be issued until Parent has received written undertakings from such affiliates in respect of the resale restrictions under Rule 145 under the Securities Act.

ARTICLE 2
Representations and Warranties of the Company

Except as set forth in the corresponding sections or subsections of the Company Disclosure Letter (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such disclosure to the applicable representation and warranty is reasonably

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apparent on its face), the Company represents and warrants to Parent and Merger Sub, as of the date hereof and as of the Closing Date, as follows:

Section 2.1              Corporate Status .  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to carry on its business as now conducted.  The Company is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions specified in Section 2.1 of the Company Disclosure Letter, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.  The Company has delivered to Parent complete copies of the Organizational Documents of the Company as currently in effect, and the Company is not in violation of any provision of such Organizational Documents.

Section 2.2              Corporate and Governmental Authorization .

(a)            The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of the Company other than the approval of this Agreement by the requisite vote of Shareholders under the GBCC and the Company’s articles of incorporation.  The Company has duly executed and delivered this Agreement and on or before the Closing Date will have duly executed and delivered the Ancillary Agreements.  This Agreement constitutes, and each such Ancillary Agreement when so executed and delivered will constitute, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by ( i ) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditor’s rights generally and ( ii ) applicable equitable principles whether considered in a proceeding at law or in equity.

(b)            The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the Sellers, and the consummation of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than ( i ) compliance with any applicable requirements of the HSR Act and the Competition Laws of the jurisdictions set forth in Section 2.2(a)(i) of the Company Disclosure Letter (the “ Foreign Competition Laws ”), ( ii ) compliance with any applicable requirements of the other Laws of the jurisdictions set forth in Section 2.2(a)(ii) of the Company Disclosure Letter, ( iii ) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, and ( iv ) any actions or filings under Laws other than Competition Laws and Environmental Laws the absence of which would not be, individually or in the aggregate, materially adverse to the Company, or materially impair the ability of the Company to consummate the transactions contemplated hereby or thereby or the ability of the Company to continue to conduct its business following the Closing.

Section 2.3              Non-Contravention .  The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not ( i ) conflict with or result in any violation or breach of any provision of the Organizational Documents of the Company, ( ii ) assuming compliance with the matters referred to in Section 2.2(a), conflict with or result in a violation or breach of any provision of any applicable Law, ( iii ) other than as set forth in Section 2.3 of the Company Disclosure Letter, require any consent of or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Material Contract or any material Permit affecting the Assets or business of the Company, or ( iv ) result in the creation or imposition of any Lien other than Permitted Liens on any Assets.

Section 2.4              Capitalization .

(a)            The issued and authorized Equity Securities of the Company consist solely of the following:  ( i ) a total of 578,706 shares of Company Common Stock, par value $0.01 (the “ Company Shares ”), are issued and outstanding, ( ii ) options to acquire 31,500 Company Shares are outstanding, and ( iii ) no warrants to acquire Company Shares are outstanding.  Section 2.4 of the Company Disclosure Letter sets forth a complete list of all outstanding holders of Equity Securities of the Company (whether or not vested or exercisable), the Equity Securities held by such holders and all outstanding indebtedness of such holders to the Company or any of its Subsidiaries, or any indebtedness that is guaranteed by the Company or any of its Subsidiaries, including, but not limited to, any indebtedness such holder incurred to purchase any shares of Company Common Stock, in each case as of the date hereof.

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(b)            Except as described in Section 2.4(a), there are no outstanding ( i ) Company Shares or other voting or equity interests in the Company, ( ii ) securities of the Company convertible into or exercisable or exchangeable for Company Shares or other voting or equity interests in the Company, ( iii ) options or other rights or agreements, commitments or understandings of any kind to acquire from the Company, or other obligation of the Sellers or the Company to issue, transfer or sell, any shares or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for Company Shares or other voting or equity interests in the Company, ( iv ) voting trusts, proxies or other similar agreements or understandings to which the Company or the Sellers are a party or by which the Company or the Sellers are bound with respect to the voting of any Company Shares or other voting or equity interests in the Company, or ( v ) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any Company Shares or other voting or equity interests in the Company.

Section 2.5              Subsidiaries; Ownership Interests .  Except as set forth in Section 2.5 of the Company Disclosure Letter, the Company does not own any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into capital stock of or other voting or equity interests in) any Person.

Section 2.6              Financial Statements; Accounting Controls .

(a)            The Company has delivered to Parent complete copies of ( i ) audited financial statements of the Company at and for the periods ended December 31, 2005, December 31, 2006 and December 31, 2007 (the last such date, the “ Balance Sheet Date ”), together with the report of the Company’s independent auditors thereon (the “ Audited Financial Statements ”), and ( ii ) unaudited interim financial statements of the Company at and for the month ended February 29, 2008 (the “ Unaudited Financial Statements ”), including in each of clauses (i) and (ii) a balance sheet and statements of income or operations, cash flows and retained earnings or shareholders’ equity (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “ Financial Statements ”).  The Financial Statements have been prepared in accordance with the United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Company at and for the respective periods indicated (subject, in the case of the Unaudited Financial Statements, to ( i ) normal year-end adjustments, which will not be material to the Company and ( ii ) to the absence of notes).

(b)            The Company’s Net Working Capital as of the Balance Sheet Date and as of the Closing Date shall be not less than $19,800,000.

Section 2.7              No Undisclosed Material Liabilities .  The Company does not have any liabilities or obligations, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except ( a ) as set forth in Section 2.7 of the Company Disclosure Letter, ( b ) liabilities and obligations disclosed or reserved against in the Reference Balance Sheet or specifically disclosed in the notes thereto and ( c ) liabilities and obligations that ( i ) were incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice and ( ii ) individually and in the aggregate would not have a Material Adverse Effect.

Section 2.8              Information Supplied .  None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement or consent solicitation statement to be used for soliciting proxies from holders of Parent Stock to be acted upon at the Special Meeting and to be filed by Parent with the SEC relating to the Parent Stockholder Approval (the “ Proxy Statement ”) will, at the date it is first mailed to the Parent stockholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements herein, in light of the circumstances under which they are made, not misleading.  None of the information supplied or to be supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Stock to be issued as Stock Consideration or pursuant to Section 1.7 will be registered with the SEC (the “ Registration Statement ”) shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 2.9              Absence of Certain Changes .  Since the Balance Sheet Date, except as set forth in Section 2.9 of the Company Disclosure Letter, the business of the Company has been conducted in the ordinary course consistent with past practice and there has not been:

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(a)            any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)            any declaration or payment of any dividend or other distribution with respect to any Equity Securities of the Company, or any redemption or other acquisition by the Company of any Equity Securities of the Company;

(c)            any amendment or modification of the Organizational Documents of the Company or of the terms of any Equity Securities of the Company;

(d)            except in the ordinary course of business and consistent with prior practice, any incurrence of any Indebtedness by the Company in an amount in excess of $100,000;

(e)            any creation or other incurrence of any Lien on any material Asset of the Company other than Permitted Liens;

(f)             any loan, advance or capital contribution to or investment in any Person by the Company;

(g)            any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or the Assets, taken as a whole;

(h)            any ( i ) change in any method of accounting or accounting principles or practices by the Company except for any such change required by reason of a concurrent change in GAAP or ( ii ) revaluation of any material Assets;

(i)             any ( i ) grant of any severance or termination pay to (or amendment to any existing arrangement with) any director, officer or employee of the Company, ( ii ) increase in benefits payable under any existing severance or termination pay policies or employment agreements, ( iii ) entry into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) entered into with any director, officer or employee of the Company, ( iv ) establishment, adoption or amendment (except as required by applicable Law) of any Company Benefit Plan or any other collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of the Company or ( v ) increase in compensation, bonus or other benefits payable to any director, officer or employee of the Company, except in the ordinary course of business of the Company and consistent with prior practice;

(j)             any capital expenditures, or commitments for capital expenditures, in an amount in excess of $200,000, in the aggregate, by the Company;

(k)            any material Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any material amended Tax Returns or claims for material Tax refunds filed, any material closing agreement entered into, any material proposed Tax adjustments or assessments, any material Tax claim, audit or assessment settled, any right to claim a material Tax refund, offset or other reduction in Tax liability surrendered, or any statute of limitations with respect to Taxes waived, in each case, by or with respect to the Company;

(l)             any material payments made to, discounting in favor of or any other consideration extended to customers or suppliers by the Company, other than in the ordinary course of business consistent with past practice;

(m)           any failure to pay or satisfy when due, or following any applicable grace period, any material liability of the Company;

(n)            any sale, transfer, lease or other disposition of any material Asset, except for inventory sold in the ordinary course of business consistent with past practice;

(o)            any acquisition of a material amount of the stock or assets of any Person;

(p)            any amendment, cancellation, compromise or waiver of any material claim or right of the Company;

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(q)            any termination or material modification of the relationship between the Company and its significant suppliers or customers, or any notification to the Company of any proposal therefor or, to the knowledge of the Company, the occurrence of any event that would reasonably be expected to result in any such termination or modification other than in the ordinary course of business consistent with past practice;

(r)             issuance, sale or grant of any options, warrants or rights to purchase or subscribe to, or entry into any arrangement or contract with respect to the issuance or sale of, any Equity Securities of the Company, or any change (by combination, reorganization or otherwise) in the capital structure of the Company; or

(s)            any agreement or commitment by the Company to do any of the foregoing or any action or omission by the Company that would reasonably be expected to result in any of the foregoing.

Section 2.10           Material Contracts .

(a)            Except as disclosed in Section 2.10 of the Company Disclosure Letter, the Company is not a party to or bound by:

(i)              any agreement relating to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1 million;

(ii)             any joint venture, partnership, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing);

(iii)            any agreement or series of related agreements, including any option agreement or engagement letter, relating to the acquisition or disposition of any business, a material amount of stock or assets of any Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise);

(iv)           any agreement that ( A ) restricts the Company from competing in any line of business or with any Person or in any area or that would so restrict the Parent or its Affiliates or the Surviving Corporation after the Closing or ( B ) contains exclusivity obligations or exclusivity restrictions binding on the Company or that would be binding on Parent or any of its Affiliates after the Closing;

(v)            any agreement or series of related agreements with any Person for the purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by the Company over the remaining term of such agreement or related agreements of $100,000 or more or under which the Company made payments of $100,000 or more during the 12-month period ending on the Balance Sheet Date;

(vi)           any customer, sales, distribution, agency or other similar agreement with any Person providing for the sale by the Company of services, materials, supplies, goods, equipment or other assets that provides for aggregate payments to the Company over the remaining term of the agreement of $100,000 or more or under which payments of $100,000 or more were made to the Company during the 12-month period ending on the Balance Sheet Date;

(vii)          any agreement relating to any interest rate, derivatives or hedging transaction;

(viii)         any agreement (including any “take-or-pay” or keepwell agreement) under which ( A ) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or ( B ) the Company has directly or indirectly guaranteed any liabilities or obligations of any Person (in each case other than in the ordinary course of business); or

(ix)            any other agreement, commitment, arrangement or plan that is ( A ) not made in the ordinary course of business and ( B ) material to the Company.

(b)            Except as described in Section 2.10 of the Company Disclosure Letter, each agreement, commitment, arrangement or plan required to be disclosed in the Company Disclosure Letter pursuant to this Section or Sections 2.11, 2.12, 2.19, 2.20 or 2.25 (each a “ Material Contract ”) is a valid and binding agreement of the Company and is in full force and effect, and none of the Company nor, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under (or is

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alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.  Complete copies of ( i ) each such Material Contract (including all modifications and amendments thereto and waivers thereunder) and ( ii ) all form contracts, agreements or instruments used in and material to the Business have been made available to Parent.

Section 2.11            Properties .

(a)            Title to Assets, Etc .  Except as described in Section 2.11(a) of the Company Disclosure Letter, the Company has good and valid (and, in the case of Owned Real Property, good, valid and marketable fee simple) title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (real and personal, tangible and intangible, including all Intellectual Property) that are used or held for use in connection with the Business or are reflected on the Reference Balance Sheet or were acquired after the Balance Sheet Date (collectively, the “ Assets ”) except for inventory sold in the ordinary course of business consistent with past practice, in each case free and clear of any Lien other than Permitted Liens or otherwise subject to the terms of any such lease, license or similar contractual arrangement.

(b)            Sufficiency of Assets, Etc .  The Assets constitute all of the assets required in all material respects for the current conduct of the Business.  Except as described in Section 2.11(b) of the Company Disclosure Letter, the plants, buildings, structures and material equipment included in the Assets are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use.  To the Knowledge of the Company, there are no facts or conditions affecting any Assets that would reasonably be expected, individually or in the aggregate, to interfere in any material respect with the use, occupancy or operation of such Assets, taken as a whole.

(c)            Equipment; Leased Personal Property .  Section 2.11(c) of the Company Disclosure Letter lists all material equipment owned by the Company (including the location thereof) and held for use in, primarily used in, or related primarily to, the Business having a book value in excess of $100,000.  Section 2.11(c) of the Company Disclosure Letter also lists each lease to which the Company is a party with respect to personal property used exclusively in the conduct of the Business having aggregate remaining lease payments in excess of $100,000.  The Company has made available to the Parent true and complete copies of all the personal property leases set forth in Section 2.11(c) of the Company Disclosure Letter.

(d)            Owned Real Property .  Section 2.11(d) of the Company Disclosure Letter lists all real property owned by the Company (together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto or owned by the Company and located on Leased Real Property, and all easements, licenses, rights and appurtenances relating to the foregoing, the “ Owned Real Property ”).  Section 2.11(d) of the Company Disclosure Letter lists the address and owner of each parcel of Owned Real Property and describes all improvements on each such parcel.

(e)            Leased Real Property .  Section 2.11(e) of the Company Disclosure Letter lists all of the real property leased by the Company (the “ Leased Real Property ”, and the leases pursuant to which such real property is leased, the “ Leases ”), which list sets forth the address, landlord and tenant for each Lease.  The Company has made available to Parent complete copies of each Lease.  The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property.

(f)             Current Use .  The use and operation of the Owned Real Property and the Leased Real Property in the conduct of the Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement to which the Company is a party.

Section 2.12            Intellectual Property .

(a)            Owned Intellectual Property .  Section 2.12(a) of the Company Disclosure Letter lists all Intellectual Property owned by the Company (the “ Owned Intellectual Property ”) that is registered or subject to an application for registration or that is otherwise material to the Business, other than Trade Secrets.  The Company is the exclusive owner of the Owned Intellectual Property set forth in Section 2.12(a) of the Company Disclosure Letter and, to the Knowledge of the Company, of the Trade Secrets owned by the Company, free and clear of any Liens other than Permitted Liens and standard non-exclusive licenses granted in the ordinary course of business.

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(b)            Licenses and Other Agreements .  Section 2.12(b) of the Company Disclosure Letter lists all agreements to which the Company is a party or by which any of them is otherwise bound that relate to Intellectual Property, including ( i ) licenses of Intellectual Property to the Company by any other Person (other than “off-the-shelf” or mass-market software licenses), ( ii ) licenses of Intellectual Property to any Person by the Company, ( iii ) agreements otherwise granting or restricting the right to use Intellectual Property and ( iv ) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business, in each case to the extent material to the Business.  All Intellectual Property used by the Company is either owned by the Company or licensed to the Company pursuant to an agreement listed in Section 2.12(b) of the Company Disclosure Letter, except as otherwise provided on such schedule.

(c)            No Infringement .  The conduct of the Business does not infringe, misappropriate or otherwise conflict with the rights of any Person in respect of any Intellectual Property.  To the Knowledge of the Company, none of the Owned Intellectual Property is being infringed, misappropriated or otherwise used or being made available for use by any Person without a license or permission from the Company, except as set forth in Section 2.12(c) of the Company Disclosure Letter.

(d)            Protection of Intellectual Property .  Except as set forth in Section 2.12(d) of the Company Disclosure Letter, the Company has taken all actions reasonably necessary to protect the Owned Intellectual Property that is material to the Business under all applicable Laws (including making and maintaining in full force and effect all necessary filings, registrations and issuances).  The Company has taken all actions reasonably necessary to maintain the secrecy of all confidential Intellectual Property used in the Business.  To the Knowledge of the Company, the Company is not using any material Owned Intellectual Property in a manner that would reasonably be expected to result in the cancellation or unenforceability of such Owned Intellectual Property.

(e)            Assignment and Work for Hire Agreements .  Except as set forth in Section 2.12(e) of the Company Disclosure Letter, all Persons who have contributed to or participated in any material way in the conception and/or development of the Owned Intellectual Property on behalf of the Company ( 1 ) have been a party to a “work for hire” arrangement or agreements with the Company in accordance with applicable Law that has accorded the Company and its Subsidiaries exclusive ownership of all tangible and intangible property thereby arising, or ( 2 ) have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company exclusive ownership of all tangible and intangible property thereby arising.

Section 2.13            Litigation .  Except as set forth in Section 2.13 of the Company Disclosure Letter, ( i ) there is no Litigation pending or, to the Knowledge of the Company, threatened against or affecting the Company, and ( ii ) there are no settlement agreements or similar written agreements with any Governmental Authority and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting the Company.

Section 2.14            Compliance with Laws .  The Company is and has been in compliance in all material respects with all applicable foreign, federal, state and local laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees (“Laws”), and, to the Knowledge of the Company, is not and has not been charged or under investigation with respect to any material violation of, any applicable laws.

Section 2.15            Licenses and Permits .  The Company has all licenses, franchises, permits, certificates, approvals or other similar authorizations affecting, or relating to, the Assets or the operation of the Business (the “Permits”), except for such Permits the failure of which to hold would not, individually or in the aggregate, have a Material Adverse Effect.  Except as set forth in Section 2.15 of the Company Disclosure Letter, (i) the Permits are valid and in full force and effect, (ii) the Company is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits and (iii) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Merger.

Section 2.16            Environmental Matters .  Except as set forth in Section 2.16 of the Company Disclosure Letter:

(a)            The Company has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all applicable Environmental Permits.  No written, or to the Knowledge of the Company, any oral notice of violation, notification of liability or potential liability, or request for information has been received by the Company relating to or arising out of any Environmental Law.  No order has been issued and is currently in effect, and since January 1, 2002 no penalty or fine has been assessed, involving the Company relating to or arising out of any Environmental Law.

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(b)           Neither the Company nor, to the Knowledge of the Company, any other Person has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under, or about any properties or assets currently or, to the Knowledge of the Company,   formerly owned, leased, operated or used by the Company or any predecessors in interest.

(c)           The Company has provided to Parent all environmental site assessments, audits, investigations and studies in the possession, custody or control of the Company or the Shareholders, the Company, relating to properties or assets currently or formerly owned, leased, operated or used by the Company.

(d)           There are no active or abandoned underground tanks and related pipes at the Owned Real Property or Leased Real Property.

(e)           The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.

(f)            With respect to the currently occupied Real Property and Leased Real Property, tangible Assets, the Business and, to the Knowledge of the Company, with respect to formerly Owned Real Property and Leased Real Property, there has been no Release, disposal, arrangement for disposal of, or exposure of any Person to, any Hazardous Substance that has given or could reasonably be expected to give rise to any material liabilities under any Environmental Law.

Section 2.17          Inventories .  Except as described in Section 2.17 of the Company Disclosure Letter or as reflected in the Financial Statements, all Inventories of the Company and its Subsidiaries consist of items of merchantable quality and quantity usable (in the case of raw materials or work in progress) or saleable (in the case of finished goods) in the ordinary course of business consistent with past practice, are saleable with a value (net of reserves) at prevailing market prices.  The quantities of all inventories, materials, and supplies of the Company (net of the obsolescence reserves therefore shown in the Financial Statements and determined in the ordinary course of business, calculated in accordance with GAAP and consistent with past practice of the Company) are not obsolete, damaged, slow-moving, defective, excessive, or otherwise irregular and are reasonable and balanced in the circumstances of the Company as of the date hereof.

Section 2.18          Product Liability .  In connection with the Business except as described in Section 2.18 of the Company Disclosure Letter or as reflected in the Financial Statements:

(a)           each product manufactured, sold or otherwise delivered by the Company has been in material conformity with all applicable contractual commitments and all express and implied warranties;

(b)           the Company does not have any liability for replacement or repair of any such products or other damages or other costs in connection herewith in excess of reserves therefore shown in the Financial Statements; and

(c)           there have been no product recalls by the Company during the three years ending on the date hereof (the “ Products Recall Period ”) nor, to the knowledge of the Company, the five year period preceding the Products Recall Period.

Section 2.19            Employees, Labor Matters, Etc .  The Company is not a party to and is not otherwise bound by any collective bargaining agreement, and there are no labor unions, workers’ councils or other organizations or groups representing, purporting to represent or, to the Knowledge of the Company, attempting to represent any employees employed by the Company and, to the Knowledge of the Company, no union organizing effort is threatened or pending against the Company.  Since December 31, 2004, there has not occurred or, to the Knowledge of the Company, been threatened any lockdown, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company.  Except as set forth in Section 2.19 of the Company Disclosure Letter, there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company.  The Company is in compliance in all material respects with all applicable Laws respecting ( i ) employment and employment practices, ( ii ) terms and conditions of employment and wages and hours and ( iii ) unfair labor practices.  The Company has no liabilities under the Worker Adjustment and Retraining Notification Act of 1988.  The Company has not received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company and, to the knowledge of the Company, no such investigation is in progress.

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Section 2.20            Employee Benefit Plans and Related Matters; ERISA .

(a)            Disclosure .  Section 2.20(a) of the Company Disclosure Letter lists all the Company Benefit Plans (including a description of any oral Company Benefit Plans).  With respect to each such Company Benefit Plan, the Company has provided or made available to Parent, to the extent applicable, true and complete copies of ( i ) all plan documents, trust agreements, insurance contracts and other funding arrangements, ( ii ) the two most recent actuarial and trust reports for both ERISA funding and financial statement purposes, ( iii ) the two most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar reports filed with any comparable Governmental Authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan, and all schedules thereto, ( iv ) the most recent IRS determination letter, ( v ) all current summary plan descriptions, ( vi ) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority (including a written description of any oral communication), ( vii ) any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, ( viii ) all current employee handbooks and manuals, ( ix ) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company, if any), and ( x ) all amendments and modifications to any such Company Benefit Plan or related document.  The Company has not communicated to any current or former employee any intention or commitment to amend or modify any Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement.

(b)            Qualification .  Each Company Benefit Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, is so qualified and has received a favorable determination letter from the IRS or equivalent communication.  All amendments and actions required to bring each Company Benefit Plan into conformity with the applicable provisions of ERISA, the Code, and other applicable Law have been made or taken, except to the extent such amendments or actions are not required by law to be made or taken until after the Closing Date.  Each Company Benefit Plan has been maintained and administered in all material respects in accordance with applicable Law and its terms.

(c)            Liability; Compliance .

(i)             Neither the Company nor any of its Related Persons nor any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISA.

(ii)            None of the Company nor any Related Person with respect to the Company has been involved in any transaction that could cause the Company or, following the Closing Date, Parent or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA.  None of the Company or any Related Person with respect to the Company has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans, and no event, transaction or condition has occurred or exists that could reasonably be expected to result in any such liability to the Company, any Related Person with respect to the Company or, following the Closing Date, Parent or any of its Affiliates.  All contributions and premiums required to have been paid by the Company or any Related Person with respect to the Company to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law.

(iii)           There are no pending or, to the Knowledge of the Company, threatened claims (other than routine claims for benefits) by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan that individually or in the aggregate would not reasonably be expected to be materially adverse to the Company.  The Company Benefit Plans are not presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and no matters are pending with respect to a Company Benefit Plan under the IRS’s Employee Plans Compliance Resolution Program, or other similar programs of a state or local Governmental Authority.

(iv)           No Company Benefit Plan is, and the Company has not, at any time during the last six years, contributed or been obligated to contribute to, a multiemployer plan (as defined in section 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA.

(v)            The Company has no liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company except as required to avoid excise tax under section 4980B of the Code.

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(vi)           Except as set forth in Section 2.20(c)(vi) of the Company Disclosure Letter, the execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director or independent contractor of the Company or any increased or accelerated funding obligation or the forgiveness of indebtedness with respect to any Company Benefit Plan, or impose restrictions or limitations on the Company’s rights to administer, amend or terminate any Company Benefit Plan.  No payment or deemed payment by the Company will arise or be made as a result (alone or in combination with any other event or payment) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to section 280G of the Code.  No person is entitled to receive any additional payment (including, without limitation, any tax gross-up or other payment) from the Company or any other person as a result of the imposition of the excise tax required by section 4999(a) of the Code.

(vii)          Each person who has received compensation for the performance of services on behalf of the Company has been properly classified as an employee or independent contractor in accordance with applicable Law and each Company Benefit Plan has complied with the “leased employee” provisions of the Code.

(viii)         Except as set forth in Section 2.20(c)(viii) of the Company Disclosure Letter, each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder has been operated since January 1, 2005 based upon a good faith, reasonable interpretation of Section 409A of the Code and any authority required or permitted to be relied upon thereunder, including, without limitation, (x ) the proposed regulations issued thereunder, ( y ) the final regulations issued thereunder or ( z ) Internal Revenue Service Notice 2005-1.

Section 2.21            Tax Matters .  Except as set forth in Section 2.21 of the Company Disclosure Letter:

(a)             The Company has ( i ) duly and timely filed with the appropriate Governmental Authority all Tax Returns required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects and ( ii ) duly and timely paid in full all material Taxes (whether or not reflected on such Tax Returns) required to be paid by or with respect to it, or that could give rise to a Lien on its assets.

(b)            There are no Liens for Taxes upon the assets or properties of the Company except for Permitted Liens.

(c)             The Company has duly and timely withheld all Taxes required to be withheld and has duly and timely paid over to the proper Governmental Authority all such amounts (or such amounts have been withheld and paid over on its behalf) under all applicable Laws.

(d)            Section 2.21(d) of the Company Disclosure Letter sets forth a list of all the states, territories and jurisdictions in which the Company is currently filing, or has filed during the past three years, any income, franchise, sales or use Tax Return.  The Company has made available to Parent complete and correct copies of ( i ) all such Tax Returns (including any amendments thereto) filed on or prior to the date hereof for each taxable year beginning on or after January 1, 2004 and ( ii ) all examination reports, notices of proposed adjustments and statements of deficiencies, if any, relating to the audit of such Tax Returns by any Governmental Authority, for each tax year beginning on or after January 1, 2001.

(e)             All accounting entries (including charges and accruals) for Taxes with respect to the Company reflected on the books of the Company are adequate to cover any material Tax liabilities accruing through the end of the last period for which the Company ordinarily records items on its books and were properly accrued in accordance with GAAP.  Since the end of the last period for which the Company ordinarily records items on its books, the Company has not engaged in any transaction, or taken any other action, other than in the ordinary course of business, that would reasonably be expected to result in a materially increased Tax liability or materially reduced Tax Asset.

(f)             All Tax Returns with respect to Tax years of the Company through the Tax year ended December 31, 2006 have been filed, and an extension until September 15, 2008 for the Tax Return for the Company’s Tax year ended December 31, 2007 has been filed.  No written agreement or other document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any Taxes of or with respect to the Company, and no written power of attorney with respect to any such Taxes has been filed or entered into with any

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Governmental Authority.  The time for filing any Tax Return with respect to the Company, other than the Tax Return for the Company’s Tax year ended December 31, 2007, has not been extended to a date later than the date of this Agreement.  No Taxes of or with respect to the Company are currently under audit, examination or investigation by any Governmental Authority.  No jurisdiction in which the Company does not file a Tax Return has made a claim that the Company is required to file a Tax Return for such jurisdiction.  No Governmental Authority has asserted or threatened to assert any deficiency, claim or issue with respect to Taxes or any adjustment to Taxes against the Company with respect to any taxable period for which the period of assessment or collection remains open.  No circumstances exist to form the basis for asserting or raising such claim or issue.  No adjustment that would materially increase the Tax liability, or materially reduce any Tax Asset, of the Company has been made, proposed or threatened by a Governmental Authority during any audit of any taxable period which would reasonably be expected to be made, proposed or threatened in an audit of any subsequent taxable period.  All elections and methods of accounting as utilized in the Tax Returns are currently valid.

(g)            The Company ( i ) has not received or applied for a Tax ruling or entered into a closing agreement pursuant to section 7121 of the Code (or any predecessor provision or any similar provision of state or local law), in either case that would be binding upon the Company after the Closing Date, ( ii ) is not or has not been a member of any affiliated federal, state, local or foreign, consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes or ( iii ) has no liability for the Taxes of any Person (whether under Treasury Regulation section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, pursuant to any tax allocation, sharing or indemnity agreement or other contractual agreements, or otherwise).

(h)            The Company will not 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 under section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law), ( ii ) installment sale or open transaction disposition made on or prior to the Closing Date or ( iii ) prepaid amount received on or prior to the Closing Date.  The Company has not participated in any “reportable transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(1).

(i)              The Company has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under section 355 of the Code ( i ) in the two years prior to the date of this Agreement or ( ii ) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of section 355(e) of the Code) in connection with the transactions described in this Agreement.

(j)              The Company is not, and has not been, ( i ) a United States real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c)(1)(A)(ii) of the Code, or ( ii ) a personal holding company (as defined in section 542 of the Code).

Section 2.22            Insurance .  Section 2.22 of the Company Disclosure Letter lists, and Sellers have made available to Parent complete copies of, all insurance policies (including fidelity bonds and other similar instruments) relating to the Assets, the Business or the employees, officers or directors of the Company.  There is no material claim by or with respect to the Company pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights.  All premiums payable under such policies have been timely paid, and Sellers and the Company have otherwise complied in all material respects with the terms and conditions of such policies.  Such policies (or other policies providing substantially similar insurance coverage) have been in effect continuously since January 1 of the third calendar year preceding the Balance Sheet Date and remain in full force and effect.  Such policies are of the type and in amounts customarily carried by Persons conducting businesses similar to those of the Company or any Subsidiary of the Company.  The Company does not know of any threatened termination of, premium increase with respect to, or alteration of coverage under, any of such policies.

Section 2.23            Customers and Suppliers .

(a)            Section 2.23(a) of the Company Disclosure Letter identifies ( a ) the Company’s top 10 (ranked by volume of sales) customers (including Affiliates of Sellers) for the two most recently ended fiscal years of the Company and ( b ) the amount of purchases by each such customer during such periods.  Except as described in Section 2.23(a) of the Company Disclosure Letter, neither the Company nor Sellers have received any notice or have any reason to believe that any such customer ( i ) has materially reduced or will materially reduce, the use of products or services of the Company, or ( ii ) has sought to reduce the price it will pay for

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products or services of the Company, including in each case as a result of this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby.

(b)            Section 2.23(b) of the Company Disclosure Letter identifies ( a ) the Company’s top 10 (ranked by volume of purchases) suppliers (including any Affiliates of Sellers) from which the Company, individually or in the aggregate, ordered raw materials, supplies or other products or services during the two most recently ended fiscal years of the Company and ( b ) the amount of purchases from each such supplier during such periods.  Since the Balance Sheet Date, there has not been any material adverse change in the terms and conditions of sale of such raw materials, supplies or other products or services, and the Company and the Sellers have no Knowledge that there will be such change (other than general and customary price increases and other market driven changes) after the Closing Date including as a result of this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby.

Section 2.24            Finders’ Fees .  Except for Near E