AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of August 18, 2008, by and among Anaren, Inc., a New York Corporation (the “ Parent ”), Anaren Acquisition, Inc., a Colorado corporation (the “ Merger Sub ” or “ Buyer ”), Unicircuit, Inc., a Colorado corporation (“ Unicircuit ” or the “ Company ”), and Owen Agency, LLC, a Colorado limited liability company as Stockholders’ Agent (collectively, the “ Parties ”).

A.   The Company is in the business of manufacturing complex printed circuit boards (the “ Business ”); and

B.   Buyer and the Company desire to consummate a business combination in a transaction whereby, upon the terms and subject to the conditions set forth in this Agreement, Buyer will merge with and into the Company (the “ Merger ”), each holder of common and preferred stock of the Company (the “ Company Stock ”) will be entitled to receive his, her, or its share of the Merger Consideration as provided herein and subject to the terms hereof, and the Company will be the surviving corporation in the Merger; and

C.   The Board of Directors of the Company has unanimously determined and resolved that the Merger and all of the transactions contemplated by this Agreement are in the best interest of the holders of all of the issued and outstanding shares of capital stock of the Company (the “ Shares ”), and has approved this Agreement in accordance with the Colorado Business Corporation Act, as amended (the “ CBCA ”); and

D.   The Board of Directors of Buyer has unanimously determined and resolved that the Merger and all of the transactions contemplated by this Agreement are in the best interest of the holder of all of the issued and outstanding shares of capital stock of Buyer, and that the Merger is fair and advisable, and has approved and adopted this Agreement in accordance with the CBCA; and

E.   Each of the Parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe various conditions thereto; and

F.   As an inducement for Buyer to enter into this Agreement, and as a condition to the closing of the transactions contemplated hereby, Kerry Bode, Lance Riley, Ty Gragg and Anthony Carfagna have each agreed to enter into the Employment Agreements attached hereto as Exhibits B, C, D and E, respectively; and

G.   Buyer and the Company have taken all other action or intend to take all action necessary in connection with the execution of this Agreement and the transactions contemplated hereby, including without limitation, obtaining all consents and approvals required in connection herewith.

For good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

§1.   Certain Definitions

As used in this Agreement each of the following terms shall have the following meaning:

Adverse Consequences shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, Encumbrances, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

Affiliate shall mean an affiliate of an individual or entity as the term “affiliate” is defined in the rules and regulations promulgated under the Securities Act of 1933, as amended.

Agreement shall mean this Agreement and Plan of Merger and all schedules and exhibits hereto.

Audit shall mean any audit, assessment of Taxes, any other examination or claim by any Tax Authority, judicial, administrative or other proceeding or litigation (including any appeal of any such judicial, administrative or other proceeding or litigation) relating to Taxes and/or Tax Returns.

Balance Sheet shall mean the audited balance sheet of the Company dated as of December 31, 2007.

Business   shall have the meaning provided such term in Recital Paragraph A.

Buyer   shall have the meaning provided such term in the preamble to this Agreement.

Buyer Disclosure Schedule means the disclosure schedule of Buyer that is part of this Agreement and relates to §4 of this Agreement.

Buyer Indemnitees shall have the meaning set forth in §8(c).

CBCA   shall have the meaning provided such term in Recital Paragraph C.

Closing shall have the meaning set forth in §2(l)

Closing Date shall have meaning set forth in §2(k).

Closing Date Cash Consideration has the meaning set forth in §2(g)(1).

Closing Schedule - see “Transaction Expenses” defined below.

CO Secretary shall have meaning set forth in §2(a).

Code shall mean the Internal Revenue Code of 1986, as amended.

Company   shall have the meaning provided such term in the preamble to this Agreement.

Company Disclosure Schedule shall mean the disclosure schedule of the Company that is part of this Agreement and relates to §3 of this Agreement.

Company Indemnitees shall have the meaning set forth in §8(d).

Company Stock   shall have the meaning provided such term in Recital Paragraph B.

Computer Equipment shall mean all computer equipment, devices and accessories (including, but not limited to, personal computers, workstations, servers, data processing hardware and related telecommunications equipment, media (e.g. CD Rom, floppy disks and tapes)) used in Business.

Confidential Information shall mean technical, commercial, marketing, strategic, business or other information, data, plans and material of the kind either identified as confidential or proprietary or which a reasonable person would recognize to be confidential or proprietary, either from its nature or the manner of its disclosure including, but not limited to, any process, design, formula, know-how, information, invention, trade secret, Technology, Programs, list of customers, product documentation, development work, lead list or research, marketing or other data which has not entered the public domain.

Contract shall mean, with respect to a Party, any contract, license agreement, commitment, obligation, lease, or restriction of any kind to which such Party is a party or by which such Party is bound or to which any of such Party’s assets are subject, including but not limited to, Third-Party Licenses.

Disclosure Schedule shall mean Buyer Disclosure Schedule or the Company Disclosure Schedule, as the context requires.

Dissenting Shares shall have the meaning set forth in §2(p).

Employment Agreements shall mean the Kerry Bode Employment Agreement, the Lance Riley Employment Agreement, the Ty Gragg Employment Agreement and the Anthony Carfagna Employment Agreement all as described in more detail in §2(l) below.

Effective Time shall have meaning set forth in §2(a).

Encumbrance shall mean any assessment, claim, mortgage, pledge, lien, security or other third party right or interest of any kind whatsoever, conditional sales agreement, option, right of first refusal, right of repurchase, encumbrance or charge of any kind affecting real or personal property, other than the Permitted Encumbrances.

Environmental Claims shall mean any and all claims, actions, causes of action, or other written notices by any person or entity alleging potential liability (including, but not limited to, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or civil or criminal penalties) arising out of or resulting from (i) circumstances forming the basis of any violation of any Environmental Laws or (ii) any releases of Hazardous Materials at any real property or from any personal property presently or formerly owned, leased or managed by the Company or at any disposal facility which may have received Hazardous Materials generated by the Company.

Environmental Laws shall mean any applicable federal, state, local or foreign law, judicial decision, regulation, rule, judgment, order, decree, injunction, Permit or governmental restriction, each as in effect on or prior to the Closing Date, relating to the environment, safety or health, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know Act, the Clean Air Act, the Federal Insecticide Fungicide and Rodenticide Act, the Oil Pollution Act, and equivalent or additional state and local laws.

Environmental Permits shall mean Permits, certificates, registrations or other documents required by or otherwise issued pursuant to Environmental Laws.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate shall mean any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Code § 414.

Escrow   shall have the meaning set forth in §2(j)(1).

Escrow Agent   shall have the meaning set forth in §2(j)(1).

Escrow Agreement   shall have the meaning set forth in §2(j)(1).

Escrow Fund   shall have the meaning set forth in §2(j)(1).

Facility or Facilities shall have the set forth set forth in §3(y)(3).

FCPA shall have the meaning set forth in §3(mm).

Final Month   shall have the meaning set forth in §2(g)(4).

Financial Statements   shall have the meaning set forth in §3(i).

GAAP   shall mean generally accepted accounting principles as in effect in the United States.

Governmental Authorizations shall mean all governmental approvals, authorizations, certifications, consents, variances, permissions, licenses, directives, and Permits to or from, or filings, notices, or recordings to or with United States federal, state, and local governmental authorities.

Hazardous Materials shall mean (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic chemical, toxic or hazardous substance, extremely hazardous substance, radioactive material, hazardous waste, bio-hazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) oil, petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; and (d) any asbestos-containing materials.

Improper Payment Laws shall have the meaning set forth in §3(mm).

Indemnified Party   shall have the meaning set forth in §8(f)(1).

Indemnifying Party   shall have the meaning set forth in §8(f)(1).

Identified Liabilities   shall mean, if any: any line of credit balance, all accrued but unpaid dividends on the Company Stock; contractual payments of the Company to Kerry Bode upon the consummation of the transactions contemplated by this Agreement and the Related Documents; all amounts owed by the Company under any Plans through the Closing Date, including amounts owed to any Person under the Unicircuit, Inc. 2004 Stock Incentive Plan, the related stock purchase agreements and any other related documents; and any stub or “short year” income Tax liabilities of the Company through the Closing Date.

Intellectual Property shall mean all intellectual property and all rights therein, whether common law, statutory or otherwise, domestic and foreign, and all registrations and registration applications for any such rights, including, but not limited to:

(1)   United States Letters Patent, any non-U.S. patents, and any and all reissues, divisions, continuations, continuations-in-part, re-examinations, renewals, extensions and substitutes thereof, any applications therefor, and all non-U.S. counterparts of the foregoing (including, in the case of patent applications, international or multi-national applications filed in accordance with Chapter II of the Patent Cooperation Treaty or any other multi-lateral agreement);

(2)   service marks, trademarks, trade names, brands, product and service names, logos and other distinctive identifications used in commerce, whether in connection with products or services, together with all goodwill related to any of the foregoing;

(3)   copyrights;

(4)   domain names (uniform resource locators);

(5)   Technology and the copyright and/or patents in any fixations of the Technology; and

(6)   Confidential Information and the copyright in any fixations of the Confidential Information.

Intracompany Arrangement   shall have the meaning set forth in §3(p).

Investment shall mean, as applied to any Person, (i) any direct or indirect ownership, purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) of any Person and (ii) any capital contribution by such Person to any other Person.

Knowledge means, with respect to the Company, the actual knowledge of any executive officer or director of the Company after due inquiry and investigation, which includes diligent review of files and books and records and the making of reasonable inquiry of the directors, officers and managers (and for this purpose Anthony Carfagna shall be considered a manager) of the Company and its Affiliates, who have knowledge of, responsibility for, or control over the relevant subject matter, and the awareness that such individuals could reasonably be expected to have acquired in the course of having acted in such capacity with the care that an ordinarily prudent person in a like position would use.

Leases shall mean all lease agreements to which the Company is party.

Leased Real Property   shall mean all real property, in each case which is subject to a leasehold interest to which the Company is a party.

Leased Tangible Property shall mean all Computer Equipment and other machinery, furniture, equipment and other tangible personal property, in each case which is subject to a leasehold interest held by the Company.

Licensed Intellectual Property shall mean Intellectual Property which the Company uses or has the right to use, in each case pursuant to Third-Party Licenses.

Litigation   shall have the meaning set forth in §3(n).

Material Adverse Effect shall mean, with respect to a Party, a material adverse effect on the assets, business, condition (financial or otherwise), prospects or results of operations of such Party and its Subsidiaries, taken as a whole, or a material adverse effect on such Party’s ability to consummate the transactions contemplated hereby.  

Merger   shall have the meaning set forth in Recital Paragraph B.

Merger Consideration shall have the meaning set forth in §2(g).

Merger Sub   shall have the meaning provided such term in the preamble to this Agreement.

Most Recent Financial Statements   shall have the meaning set forth in §3(i).

Most Recent Fiscal Month End   shall have the meaning set forth in §3(i).

Net Book Value   shall mean the Stockholders’ equity of the Company determined in accordance with GAAP as of the Closing Date, provided, notwithstanding the foregoing, to the extent not included by GAAP, the Identified Liabilities, the Real Estate Mortgage Loan, the unpaid Transaction Expenses, and any other amounts explicitly set forth in this Agreement, shall be included as liabilities for purposes of calculating Net Book Value and, provided, further, that solely for purposes of calculating the Net Book Value, the amount of the liability, write-off and/or reserve for each item referred to in Schedule §5(o) shall equal the amount of such item as set forth on Schedule §5(o) immediately before the adjustment required by Section §5(o), plus one-half (1/2) of the difference between the amount of such item after the adjustment required by Section §5(o) and the amount of such item set forth on Schedule §5(o) immediately before such adjustment. (e.g., if immediately before the adjustments required by Section §5(o) the reserve for research and development tax credits is $50,000 and it is to be adjusted to be $400,000, for purposes of calculating the Net Book Value, the reserve for research and development tax credits is $225,000 (i.e., $50,000 + (($400,000 - $50,000) ÷ 2))).

Net Book Value Range shall mean the Net Book Value of the Company being no less than Ten Million One Hundred Thousand Dollars ($10,100,000) and no greater than Ten Million Nine Hundred Thousand Dollars ($10,900,000).

Owned Intellectual Property shall mean Intellectual Property (i) created or developed by employees of the Company or (ii) to which the Company has acquired, by purchase, assignment or other transfer the unconditional, unrestricted, exclusive right to control or prevent any and all use of such Intellectual Property by others without any consent or approval of or payment to any other Person.

Owned Real Property   shall mean all real property owned in fee simple by the Company.

Owned Tangible Property shall mean all Computer Equipment and other machinery, furniture, fixtures, equipment and other tangible personal property owned by the Company.

Parent shall have the meaning provided such term in the preamble to this Agreement.

Parties   shall have the meaning provided such term in the preamble to this Agreement.

Paying Agent shall mean Manufacturers and Traders Trust Company.

Paying Agent Agreement shall mean Paying Agent Agreement dated as of the date hereof by and among Parent, Stockholders’ Agent, the Company and Manufacturers and Traders Trust Company, substantially in the form attached hereto as Exhibit I .

Permit shall mean any license, franchise, permit, consent, order, approval, certificate, authorization or registration from, of or with a governmental entity.

Permitted Encumbrances shall mean (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with U.S. generally accepted accounting principles, (b) mechanics’, materialmen’s, carriers’, workers’, repairers’ and similar statutory Encumbrances arising or incurred in the ordinary course of business which Encumbrances secure obligations that are not overdue by more than thirty (30) days or are being contested in good faith, (c) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pension programs mandated under applicable legal requirements or other social security, (d) restrictions on the transfer of securities arising under federal and state securities laws, and (e) lien of the Real Estate Mortgage Loan.

Person shall mean an individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or any department, agency or political subdivision thereof.

Plan   shall have the meaning set forth in §3(o)(1).

Prohibited Person means a Person who or which has been convicted of a felony crime of dishonesty, breach of trust or similar crime in a state or federal jurisdiction.

Real Estate Mortgage Loan shall mean the real estate mortgage loan on the Company’s Littleton, Colorado headquarters building and property which has a currently outstanding principal balance of One Million Three Hundred Twenty Two Thousand Dollars ($1,322,000) as of December 31, 2007 payable to American Life Insurance Company at an interest rate per annum of 6.7% maturing May 26, 2014.

Real Property means all fee or leasehold interests, easements, real estate licenses, right to access and other rights with respect to real property.

Related Documents shall mean the Escrow Agreement, the Employment Agreements and all other agreements, instruments, documents and certificates to be executed and delivered pursuant to this Agreement.

Release shall mean any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into the environment in violation of any applicable Environmental Law.

Representatives shall mean the attorneys, accountants or other agents or employees of a Party to this Agreement.

Selling Stockholders   and Stockholders shall mean the holders of the issued and outstanding shares of the Company Stock.

Shares   shall have the meaning set forth in Recital Paragraph C.

Software Programs shall mean computer programs and software and databases, together with all additional computer code, developed or acquired by or on behalf of the Company (including Intellectual Property in respect thereof and modifications or improvements by the Company to Licensed Intellectual Property) and including in each instance all Program Documentation with respect thereto.

Software Program Documentation shall mean all records, technical and descriptive materials, documentation and procedures (including computerized records, if any) existing and relating to the creation, acquisition, design, development, programming, enhancement, modification, translation or other manipulation, operation, use or maintenance of any Program, and all embodiments and descriptions in any medium, including, but not limited to, all computer tapes, disks and CD-ROMs of any such Programs (including all prior versions).

Southpark Covenants shall have the meaning set forth in §3(l)(1)(iii).

Statement of Merger shall have meaning set forth in §2(a).

Straddle Period   shall have the meaning set forth in §9(a).

Subsidiary shall mean with respect to any Person, each entity of which a majority of the voting power or equity interest is owned, directly or indirectly, by such Person.

Superior Proposal   shall have the meaning set forth in §10(c)(1).

Surveys shall have meaning set forth in §7(a)(9).

Surviving Corporation shall have the meaning ascribed to such term in §2(b).

Tangible Property shall mean the Owned Tangible Property and the Leased Tangible Property.

Tangible Property Leases shall mean any Contract granting a right to use Leased Tangible Property.

Tax shall mean any federal, territorial, state, local or foreign income, gross receipts, license, payroll, wage, employment, excise, utility, communications, production, occupancy, severance, stamp occupation, premium, windfall profits, environmental, customs duties, capital stock, capital levy, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, real property gains, recordation, business license, workers’ compensation, personal property, sales, use, transfer, registration, value added, ad valorem, alternative or add-on minimum, estimated, or other tax, fee, charge, premium, imposition of any kind whatsoever however denominated, imposed by any Tax Authority, together with any interest, penalties or other additions to tax and any interest on any such interest, penalties and additions to tax that may become payable in respect thereof.

Tax Authority shall mean the Internal Revenue Service (“ IRS ”) and any other federal, territorial, state, local or foreign government and any agency, authority or political subdivision of any of the foregoing.

Tax Law shall mean the Code, any federal, territorial, state, county, local or foreign laws related to Taxes and any regulations or official administrative pronouncements released under any thereof.

Tax Returns shall mean all reports, estimates, declarations of estimated Tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

Taxable Period means any taxable year or any other period with respect to which any Tax may be imposed or a filing of Tax Returns may be required under any Tax Law.

Technology shall mean all formulae; algorithms; processes; procedures; designs; ideas; concepts; strategic, business and other plans; research; inventions and invention disclosures (whether patentable or unpatentable); and all records of the foregoing, including, but not limited to, any laboratory notes; test, engineering and technical information, data and materials, know-how and methodologies; trade secrets; technology; web sites; communications and associates peripheral devices and resources; computer software, programs and code, both object and source, in whatever form and media; databases; specifications, software manuals and program documentation.

Third-Party Claim   shall have the meaning set forth in §8(f)(1).

Tipping Basket shall have the meaning set forth in §2(j)(2).

Title Commitments shall have meaning set forth in §7(a)(7).

Title Company shall have meaning set forth in §7(a)(7).

Title Policies shall have meaning set forth in §7(a)(8).

Transaction Expenses  shall mean (i) the aggregate attorneys’ and accountants’ fees and expenses incurred or to be incurred by the Company and the Stockholders’ Agent (that are required to be paid at or prior to the Closing), (ii) Taxes referred to in §9(d), in connection with the transactions contemplated by this Agreement and (iii) any other costs, expenses, fees, liabilities or obligations out of the ordinary course of business of the Company or are incurred in connection with the transactions contemplated by this Agreement and/or that are required to be paid at or prior to the Closing, including the Escrow Agent fees, the Paying Agent fees and the Stockholders’ Agent fees, but excluding the Real Estate Mortgage Loan. The Transaction Expenses shall be set forth on the closing schedule (the “ Closing Schedule ”). The Closing Schedule shall list (i) all of the Transaction Expenses, (ii) any portion of the Transaction Expenses that have been paid or advanced by the Company prior to the Closing Date, (iii) any Identified Liabilities that remain outstanding on the Closing Date, and (iv) the name, address, respective amounts and bank account information from (A) each recipient of Transaction Expenses and (B) the creditors owed the unpaid Identified Liabilities.

Unicircuit   shall have the meaning provided such term in the preamble to this Agreement.

WARN Act   shall mean the federal Worker Adjustment and Retraining Notification Act.

§2.   Merger; Merger Consideration; Closing

(a)   Effective Time . Upon the terms and subject to the conditions set forth in this Agreement, at the time of the Closing, the Parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Colorado (the “ CO Secretary ”) the Statement of Merger (the “ Statement of Merger ”), substantially in the form attached hereto as Exhibit A , duly executed and so filed in accordance with the CBCA and shall make all other filings and recordings required under the CBCA to effectuate the Merger and the transactions contemplated by this Agreement. The Merger shall become effective at such time as the Statement of Merger is duly filed with the CO Secretary, or at such subsequent date or time as Buyer and the Company mutually shall agree and specify in the Statement of Merger (the time the Merger becomes so effective being hereinafter referred to as the “ Effective Time ”).

(b)   Surviving Corporation . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the CBCA, at the Effective Time, Buyer shall be merged with and into the Company and the Company shall be the surviving corporation in the Merger (the “ Surviving Corporation ”) and, as such, the Company shall continue its corporate existence as a wholly owned subsidiary of Parent under the laws of the State of Colorado, and the separate corporate existence of Buyer thereupon shall cease. It is intended that after the Effective Time, the Company will undergo a reorganization to become organized under the laws of the State of Delaware.

(c)   Articles of Incorporation . At the Effective Time, the Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

(d)   By-Laws . At the Effective Time, the By-Laws of the Company, which have been delivered to Buyer, shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance therewith or with applicable law.

(e)   Directors and Officers . At the Effective Time, the directors and officers of the Company immediately prior to the Effective Time shall resign and the directors and officers listed on Schedule §2(e) shall become the directors and officers of the Surviving Corporation. Each director and officer of the Surviving Corporation shall hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation.

(f)   Effect of Merger . At and after the Effective Time, the effect of the Merger shall, in all respects, be as provided in § 7-90-204 of the CBCA.

(g)   Merger Consideration . 

(1)   At the Closing Parent shall pay by wire transfer of immediately available funds Twenty Two Million Dollars ($22,000,000) (the “ Merger Consideration ”), less One Hundred Thousand Dollars ($100,000) to be paid at the Closing by Parent to Kerry L. Bode on behalf of the Company, less One Hundred Thousand Dollars ($100,000) to be paid by Parent to the Stockholders’ Agent on behalf of the Company to fund any costs and expenses incurred thereby, and subject to adjustments provided as provided below (including any adjustment as a result of the Net Book Value as of the Closing Date not being within the Net Book Value Range), for 100% of the shares of the Company Stock by delivery of (i) the Escrow Fund to the Escrow Agent, to be held in escrow for up to twenty-four (24) months pursuant to the Escrow Agreement; and (ii)a the balance of the Merger Consideration (the “ Closing Date Cash Consideration ”) in cash to the Paying Agent by wire transfer; provided , however , that the amounts payable to the Escrow Agent and to the Paying Agent shall be reduced in proportion to the amounts due any Stockholders who dissent to the Merger in accordance with the CBCA and who do not transfer his, her or its Shares to Buyer pursuant to the terms and conditions of this Agreement. The Closing Date Cash Consideration shall be allocated among and paid to the Stockholders as set forth in the Paying Agent Agreement. 

(2)   At least fifteen (15) days prior to the Closing, as a condition precedent to the closing of the transactions contemplated by this Agreement and the Merger, the Company shall deliver to Buyer month end financial statements through the month-end preceding the Closing Date (“ Final Month ”), prepared in accordance with GAAP consistently applied, and reflecting any GAAP adjustments required in connection with the Company’s 2008 short period federal income Tax Return. The Company shall provide to Buyer any and all information reasonably requested in writing relating to the calculation of the Company’s Net Book Value as of the Final Month within five (5) days after the request therefor.

(3)   At least five (5) days before the Closing, Buyer and the Company shall prepare a mutually agreed upon Closing Schedule, which mutual agreement shall be evidenced by Buyer’s and the Company’s signatures thereon at the Closing.

(4)   The Merger Consideration is predicated on the Company’s Net Book Value being within the Net Book Value Range on the Closing Date. If Net Book Value as of the Closing Date is below Ten Million One Hundred Thousand Dollars ($10,100,000), the Merger Consideration shall be reduced dollar for dollar to the extent below the Ten Million One Hundred Thousand Dollars ($10,100,000) threshold. If Net Book Value as of the Closing Date is in excess of Ten Million Nine Hundred Thousand Dollars ($10,900,000), the Merger Consideration shall be increased dollar for dollar to the extent above the Ten Million Nine Hundred Thousand Dollars ($10,900,000) threshold. At the Closing, the Company will provide a customary “bring down” certificate that will confirm that there has been no material adverse change in the business of the Company since the Most Recent Financial Statements and will represent and warrant whether the Company’s Net Book Value is at least within the Net Book Value Range. Notwithstanding anything contained in this Agreement to the contrary, neither Buyer nor Parent shall have any obligation to close the transactions contemplated by this Agreement if they are not reasonably satisfied that the amount of the Company’s Net Book Value as of the Closing Date is within the Net Book Value Range.

(5)   Prior to the Closing Date, the Company shall accrue and pay, or reserve for, the Identified Liabilities. 

(h)   Cancellation of Shares. At the Effective Time, all of the shares of Company Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter by operation of this section represent only the right to receive the Merger Consideration and any dividends or distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time that were declared or made by the Company on such shares of Company common and preferred stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time.

(i)   Status of Buyer Shares . At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Buyer, each issued and outstanding share of common stock of Buyer shall convert into a share of common stock of the Surviving Corporation, which after the Merger shall be the only shares of capital stock of the Surviving Corporation issued and outstanding after the Merger.

(j)   Escrow of Merger Consideration .

(1)   At the Effective Time, Parent shall deposit seven and one half percent (7.5%) of the total Merger Consideration (One Million Six Hundred Fifty Thousand Dollars ($1,650,000) based on Twenty-Two Million Dollars ($22,000,000) of Merger Consideration) (the “ Escrow Fund ”) with Manufacturers and Traders Trust Company as escrow agent (the “ Escrow Agent ”), to be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement, substantially in the form attached hereto as Exhibit H, (the “ Escrow Agreement ”), subject to possible reductions in the Escrow Fund as provided in §2(g) and §2(j) hereof. Parent shall deposit with the Escrow Agent interest at the rate of 2.54% per annum on the amount of the Escrow Fund not distributed and not in dispute (the “ Interest ” and together with the Escrow Fund, the “ Escrow ”) to be paid in as provided in the Escrow Agreement. The Interest shall be deposited by Parent with the Escrow Agent at six (6) month anniversary, the one (1) year anniversary, the eighteen (18) month anniversary and the twenty-four (24) month anniversary of the date of this Agreement. Parent shall be entitled to all of the interest earned on the Escrow as a result of being deposited with the Escrow Agent and such amounts shall be paid to Parent as provided in the Escrow Agreement.

(2)   No Stockholder shall be entitled to receive any Merger Consideration deposited with the Escrow Agent and until the same is released to the Stockholders pursuant to the terms of the Escrow Agreement. The Escrow Fund to be deposited with the Escrow Agent shall be deducted pro rata from the Merger Consideration allocable to the holders of the shares of Company common stock in accordance with their shares of Company common stock, but shall not be allocable based on any holdings of Company preferred stock. The Escrow Fund will be subject to Adverse Consequences suffered by Buyer Indemnitees (including those described in §8(c)) as a result of the Company’s breach of this Agreement, any unrecorded pre-closing Tax, environmental or other third party liabilities and liabilities resulting from a breach or inaccuracy of the Company’s representations, warranties or covenants that become known and recorded in accordance with GAAP during the term of the Escrow Agreement, or are identified as potential liabilities and a good faith estimate of the amount of such liabilities are made by any Buyer Indemnitees during the term of the Escrow Agreement, but are not accrued until after the expiration of the term of the Escrow Agreement. Except as provided in §8(e), the Company shall not be required to indemnify any Buyer Indemnitee from the Escrow until the claim(s) in an aggregate exceed One Hundred Thousand Dollars ($100,000.00) (the “ Tipping Basket ”), provided , however , that the Tipping Basket shall not apply to any breaches of representations and warranties set forth in §3 (b), (c), (d), (e), (f) and (g) or §4 (b), (c) and (d) or the covenants by the Company herein. If the aggregate amount exceeds the Tipping Basket, Buyer Indemnitees will be entitled to be paid from the Escrow Fund from the first dollar up to the total amount of the liability. (By way of example, if an Eighty Thousand Dollar ($80,000) liability is identified and subject to the Tipping Basket, Eighty Thousand Dollars ($80,000) will be withheld until such time it is either accrued or determined not to be an accruable liability. If accrued, the amount will only be paid to one or more Buyer Indemnitees if the accrued liabilities (taking into account all Buyer Indemnitees) in the aggregate exceed the Tipping Basket. Once the total liabilities exceed the Tipping Basket, Buyer Indemnitees shall be entitled to indemnification for all liabilities from the Escrow Fund). Parent will use its commercially reasonable best efforts to promptly investigate any potential liability and, within ninety (90) days after Parent first receives notice of the potential liability, Parent shall report to the Escrow Agent and to the Stockholders’ Agent on Parent’s preliminary determination.

(k)   Stockholders’ Agent . By virtue of their approval of this Agreement, the Stockholders shall be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, Owen Agency, LLC, a Colorado limited liability company (in such capacity the “Stockholders’ Agent ”), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by the Escrow Agreement and the Paying Agent Agreement, to exercise all or any of the powers, authority and discretion conferred on the Stockholders’ Agent under the Escrow Agreement, the Paying Agent Agreement and this Agreement, to waive any terms and conditions of the Escrow Agreement and the Paying Agent Agreement, to give and receive notices and communications, to authorize delivery to Stockholders of the Surviving Corporation of any of the Merger Consideration or other property from the Escrow Account in satisfaction of claims by Buyer Indemnitees, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing. The Stockholders’ Agent shall at all times act in its capacity as the Stockholders’ Agent in a manner that the Stockholders’ Agent believes in good faith to be in the best interest of the Stockholders. The Stockholders’ Agent and its stockholders, officers, directors, affiliates, members, agents or representatives shall not be liable to any Stockholder for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, the Paying Agent Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholders’ Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Paying Agent Agreement or Escrow Agreement. As to any matters not expressly provided for in this Agreement, the Paying Agent Agreement or the Escrow Agreement, the Stockholders’ Agent shall not be required to exercise any discretion or take any action. By virtue of its approval of this Agreement each Stockholder severally shall indemnify and hold harmless and shall reimburse the Stockholders’ Agent from and against such Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Stockholders’ Agent arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Agent under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Agent’s gross negligence, bad faith or willful misconduct. In all matters relating to §2(g), §2(j), §8 and the Paying Agent Agreement, the Stockholders’ Agent shall be the only Person entitled to assert the rights of the Stockholders, and the Stockholders’ Agent shall perform all of the obligations of the Stockholders hereunder. Parent and the Surviving Corporation shall be entitled to rely on all statements, representations and decisions of the Stockholders’ Agent without any independent investigation or verification. In the event that any Stockholders’ Agent shall die, become disabled or resign or otherwise terminate his status as such, his successor shall be the Stockholders’ Agent appointed by the vote or written consent of the former holders of a majority in interest of each class of common and preferred stock of the Company. The One Hundred Thousand Dollars ($100,000) paid to the Stockholders’ Agent as provided in (g)(1) shall be used by the Stockholders Agent to cover the third party costs and expenses incurred by the Stockholders’ Agent in fulfilling its duties as such and if any of such money has not been utilized when the Stockholders’ Agent’s duties are complete, the Stockholders’ Agent shall pay any amount remaining to individuals listed in Schedule 1 of the Escrow Agreement, pro rata in accordance with the “Sharing Ratio” (as defined in the Escrow Agreement).

(l)   Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Bond, Schoeneck & King, PLLC, attorneys for Buyer, in Syracuse, New York commencing at 9:00 a.m. local time on August 29, 2008.

(m)   Deliveries by the Company . Subject to the terms and conditions of this Agreement, the Company agrees to deliver (or cause to be delivered) at the Closing the following agreements and documents, all reasonably satisfactory in form and substance to Buyer and its legal counsel:

(1)   the duly executed Statement of Merger;

(2)   the duly executed Closing Schedule;

(3)   a certificate of good standing for the Company from each jurisdiction in which such entity is qualified to do business dated as of a recent date prior to the Closing and a certificate of good standing for the Company from each other jurisdiction in which such entity is qualified to do business;

(4)   evidence of receipt of all requisite consents;

(5)   a duly executed copy of the Kerry Bode Employment Agreement, substantially in the form attached hereto as Exhibit B ;

(6)   a duly executed copy of the Lance Riley Employment Agreement, substantially in the form attached hereto as Exhibit C ;

(7)   a duly executed copy of the Ty Gragg Employment Agreement, substantially in the form attached hereto as Exhibit D ;

(8)   a duly executed copy of the Anthony Carfagna Employment Agreement, substantially in the form attached hereto as Exhibit E ;

(9)   the opinion of Jones & Keller, P.C., counsel of the Company, dated the date of the Closing, substantially in the form attached hereto as Exhibit F ;

(10)   the Escrow Agreement substantially in the form attached hereto as Exhibit H , duly executed by the Company and the Stockholders’ Agent;

(11)   the Paying Agent Agreement substantially in the form attached hereto as Exhibit I , duly executed by the Company and the Stockholders’ Agent;

(12)   a certificate, duly executed by the President of the Company, certifying that all requisite corporate actions (including all Board and Stockholders’ approvals) on the part of each of them to consummate the transactions contemplated by this Agreement have been duly taken; and

(13)   such other documents and instruments as in the opinion of legal counsel for Buyer, may be reasonably required to effectuate the terms of this Agreement and to comply with the terms hereof.

(n)   Deliveries by Buyer and Parent . Subject to the terms and conditions of this Agreement, Parent agrees to deliver or cause Buyer to deliver (or cause to be delivered) to the Company at the Closing the following:

(1)   the duly executed Statement of Merger;

(2)   the duly executed Closing Schedule;

(3)   the Merger Consideration in accordance with §2(g);

(4)   good standing certificates dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of New York, for Parent, and a like certificate issued by the CO Secretary, with respect to Buyer, and from each other jurisdiction in which such entities are qualified to do business;

(5)   opinion of Bond, Schoeneck & King, PLLC, counsel to Buyer, dated the date of Closing, substantially in the form attached hereto as Exhibit G ;

(6)   the Kerry Bode Employment Agreement, substantially in the form attached hereto as Exhibit B , duly executed by Buyer and Parent;

(7)   the Lance Riley Employment Agreement, substantially in the form attached hereto as Exhibit C , duly executed by Buyer and Parent;

(8)   a duly executed copy of the Ty Gragg Employment Agreement, substantially in the form attached hereto as Exhibit D ;

(9)   a duly executed copy of the Anthony Carfagna Employment Agreement, substantially in the form attached hereto as Exhibit E ;

(10)   the Escrow Agreement, substantially in the form attached hereto as Exhibit H , duly executed by Parent;

(11)   the Paying Agent Agreement substantially in the form attached hereto as Exhibit I , duly executed by Parent; and

(12)   evidence of receipt of all consents;

(13)   a certificate, duly executed by President of Buyer, certifying that all requisite corporate actions (including all Board and Stockholder approvals) on the part of each of them to consummate the transactions contemplated by this Agreement have been duly taken;

(14)   a letter of transmittal of Parent to be sent to Stockholders of the Company; and

(15)   such other documents and instruments as in the opinion of legal counsel for the Company, may be reasonably required to effectuate the terms of this Agreement and to comply with the terms hereof.

(o)   Procedure for Shares.

(1)   At the Closing, Parent shall cause to be deposited with the Paying Agent, for exchange in accordance with this Agreement, the Closing Date Cash Consideration, by wire transfer of immediately available funds, into which the outstanding shares of Company Stock shall be converted pursuant to this Agreement; provided, the amount of Closing Date Cash Consideration to be paid to each Stockholder shall be as set forth in the Paying Agent Agreement. Pursuant to the Paying Agent Agreement, at the Effective Time, the Paying Agent shall mail to all of the Stockholders, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ certificates formerly representing the Company Stock to the Paying Agent in exchange for the portion of the Closing Date Cash Consideration payable at the Closing. Upon surrender to the Paying Agent of certificate of Company Stock in accordance with the instructions of the letter of transmittal, pursuant to the Paying Agent Agreement, the Paying Agent shall distribute to the former holder thereof a check for the portion of the Closing Date Cash Consideration that such holder is entitled to receive pursuant to the Paying Agent Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any cash to be received in the Merger, except as provided in §2(j)(1).

(2)   At any time following the expiration of twenty-four (24) months following the Effective Time, Parent shall be entitled to direct the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and not disbursed to holders of the Company Stock, and thereafter such holders shall be entitled to look to Parent only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of their certificates, a letter of transmittal and other related documents to the Paying Agent or Parent, until at such time as such undisbursed cash is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(3)   At the Effective Time, except for the Company Stock to be issued to Parent pursuant to the Merger in exchange for Buyer’s capital stock, the stock transfer books of the Company shall be closed and no transfer of Company Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing shares of Company Stock are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this section.

(4)   In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by Surviving Corporation, the making of an indemnity agreement in a form reasonably requested by Surviving Corporation and/or the posting by such Person of a bond in such amount as Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Closing Date Cash Consideration deliverable in respect thereof as provided in this section.

(5)   Neither Surviving Corporation nor Buyer shall be liable to any holder of shares of Company Stock for any dividends or other distributions with respect thereto, or any Merger Consideration payable in respect thereof, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(p)   Dissenting Shares . Notwithstanding any other provision contained in this Agreement, no shares of the Company Stock that are issued and outstanding as of the Effective Time and that are held by a Stockholder who has properly exercised his, her or its rights to dissent to the Merger (such shares being collectively referred to herein as “ Dissenting Shares ”) under the CBCA shall be converted into the right to receive the Merger Consideration as provided in this Agreement unless and until such Stockholder shall have failed to perfect, or shall have effectively withdrawn or lost, such Stockholder’s right to dissent from the Merger under the CBCA and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the CBCA. If any Stockholder of Dissenting Shares shall have so failed to perfect or effectively withdrawn or lost such Stockholder’s right to dissent from the Merger, each of such Stockholder’s shares of the Company Stock shall thereupon no longer be deemed Dissenting Shares and deemed to have become, as of the Effective Time, the right to receive the Merger Consideration as provided in this section. The Company shall give Buyer (a) prompt notice of any demands for appraisal, attempted withdrawals of such demands and any other instruments received by the Company relating to Stockholders’ rights to appraisal, and (b) the opportunity to direct all negotiations and proceedings with respect of any dissent to the Merger under CBCA. The Company shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to any demands for appraisal of any capital stock of the Company or agree to do so, or offer to settle or settle any such demands or approve any withdrawals of any such demands. 

§3.   Representations and Warranties of the Company

The Company hereby represents and warrants to Buyer that the statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3) with respect to itself, except as set forth in the Company Disclosure Schedule. Notwithstanding any other provision of this Agreement, no Stockholder is making representations or warranties in a personal capacity, or in any other names or forms, nor will any Stockholder be deemed to have made any representations or warranties in a personal capacity; furthermore, no Stockholder or officer will provide indemnification relating thereto. The foregoing shall be subject to the rights set forth in §8(h).

(a)   Organization of the Company . The Company is duly organized, validly existing, and in good standing under the laws of the State of Colorado.

(b)   Authorization of Transaction . The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder, except as enforcement thereof may be limited by applicable bankruptcy insolvency, reorganization, moratoriums, fraudulent conveyances, or similar laws generally affecting the rights of creditors and otherwise subject to general principles of equity. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions except as enforcement thereof may be limited by applicable bankruptcy insolvency, reorganization, moratoriums, fraudulent conveyances, or similar laws generally affecting the rights of creditors and otherwise subject to general principles of equity. Except for the Statement of Merger, the Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by all requisite corporate actions on the part of the Company Board of Directors, and the Stockholders of the Company will be requested by the Board to approve this Agreement and authorize the transactions contemplated hereby subject to §10(c).

(c)   Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject, any provision of its articles of incorporation, bylaws, or other governing documents, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject, excluding the Real Estate Mortgage Loan and the Company’s existing line of credit, or (C) result in the imposition or creation of an Encumbrance upon or with respect to the Company Stock.

(d)   Brokers’ Fees . The Company has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(e)   The Company Stock . To the knowledge of the Company, each Stockholder holds of record and owns beneficially the number of shares of the Company Stock set forth next to his, her, or its name in the Company Disclosure Schedule.

(f)   No Subsidiaries . The Company currently has no Subsidiaries and no ownership interest in any corporation, joint venture, trust, partnership, limited liability company, or any other entity.

(g)   Qualification . The Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. The Company has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. The Company Disclosure Schedule lists all directors and officers of the Company and all jurisdictions in which it is so authorized.

(h)   Capitalization . The entire authorized capital stock of the Company consists of Five Million (5,000,000) shares of common stock, par value $0.01 per share, and Two Hundred Thousand (200,000) shares of preferred stock, par value $0.01 per share. The following shares of stock are issued and outstanding: Two Hundred Forty-One Thousand Four Hundred Sixty-Five and Thirty-Three One Hundredths (241,465.33) shares of common stock and Sixty-Two Thousand Three Hundred Eighty-Four (62,384) shares of preferred stock. All issued and outstanding the Company Stock have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the respective Stockholders as set forth in the Company Disclosure Schedule. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. No shares of the Company Stock have been issued in violation of preemptive rights or applicable law.

(i)   Financial Statements . Attached hereto as Exhibit J are the following financial statements of the Company (collectively the “ Financial Statements ”): (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2006 and December 31, 2007; and (ii) unaudited consolidated balance sheets and statements of income (the “ Most Recent Financial Statements ”) as of and for the seven (7) months ended July 31, 2008 (the “ Most Recent Fiscal Month End ”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates, and the results of operations in the cash flows of the Company for such periods; provided , however , that the Most Recent Financial Statements have been prepared internally by the Company and therefore are subject to normal year-end adjustments and lack footnotes and other related presentation items.

(j)   Events Subsequent to Most Recent Fiscal Month End . Since the Most Recent Fiscal Month End, there has not been any Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since that date the Company has not engaged in any practice, taken any action, or entered into any transaction outside the ordinary course of business except as contemplated by this Agreement. The Company has continued to operate in the ordinary course and has not incurred any liability outside of the ordinary course of business in excess of Fifty Thousand Dollars ($50,000) except as contemplated by this Agreement.

(k)   Tax Matters .

(1)   The Company is not in default on the payment of any Tax liability, including any Tax liability attributable to any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation and of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing.

(2)   The Company has: (i) filed all required Tax Returns, (ii) all such Tax Returns were complete, accurate and timely filed, and (iii) the Company has fully paid all Taxes shown thereon as owing.

(3)   The Company Disclosure Schedule lists all Tax Returns filed with respect to the Company for Taxable Periods ended on or after December 31, 2001, indicates those Tax Returns that have been audited by any Taxing Authority, and indicates those Tax Returns that currently are the subject of audit by any Taxing Authority. The Company has delivered to Buyer correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company since December 31, 2001.

(4)   The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(5)   The Company is not a party to any Tax allocation or sharing agreement.

(6)   The Company has not made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any current Tax Period or decreasing any Tax attribute of the Company existing during the current Tax Period.

(l)   Real Property .

(1)   The Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property:

(i)   the Company has good and marketable fee simple title, free and clear of all Encumbrances, except Permitted Encumbrances;

(ii)   the Company has not leased nor otherwise granted to any Person the right to use or occupy