ACQUISITION AGREEMENT

Holdings agrees to sell to Hess, and Hess agrees to purchase from Holdings (i) 1,000 shares of common stock, par value $.001 per share (the “ Shares ”) of the Subsidiary and (ii) all of Holdings’ right, title and interest in the Rights (including all rights to receive distributions with respect to the Shares and the Rights) at the Closing (as hereinafter defined) on the terms and subject to the conditions set forth in this Agreement.

Hess agrees to (i) assume all duties, liabilities, responsibilities and obligations of Holdings with respect to the Subsidiary in respect of all periods prior to or after the date hereof (other than liabilities arising under the Merger Agreement) and (ii) indemnify Holdings for its liabilities, responsibilities and obligations with respect to the Subsidiary in accordance with terms of Section 7(b) hereof.

Holdings is duly authorized to execute this Agreement and has taken all actions required by law to properly and legally execute this Agreement.

As of the Closing Date, there will be issued and outstanding 1,000 shares in the Subsidiary, all of which are owned by Holdings. Holdings has good and marketable title to all of the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges, security interests, or encumbrances of whatever nature (“ Liens ”) affecting such Shares.

Holdings does not have any outstanding option, warrant or other right to acquire, directly or indirectly, any securities of the Subsidiary which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Subsidiary which are or may by their terms become entitled to vote, and Holdings is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates Holdings to vote, dispose of or acquire any securities of the Subsidiary.

Holdings is the sole owner of the Subsidiary and the Rights and has the unqualified right to transfer and dispose of the Subsidiary and the Rights as of the Closing Date.

There are no liabilities, either fixed or contingent against the Subsidiary or the Rights not reflected on Exhibit C hereto other than contracts or obligations in the ordinary and usual course of business; and no such contracts or obligations in the usual course of business constitute liens or other liabilities which, if disclosed, would alter substantially the financial condition of the Subsidiary or the Rights, unless disclosed in Exhibit C hereto.

Prior to the Closing Date there will not be any negative material changes in the Subsidiary or in the financial position of the Rights, except changes arising in the ordinary course of business, which changes will in no event adversely affect the financial position of said Subsidiary or Rights.

There is no suit, claim, action, proceeding or investigation pending or, to the knowledge of Holdings, threatened against Holdings or the Subsidiary that could reasonably be expected to adversely affect Holdings performance under this Agreement or prevent or materially delay the

The execution of this Agreement will not violate or breach any agreement, contract, or commitment to which Holdings is a party.

Hess is a natural person, residing at the address set forth in Section 11 hereof.

Hess is duly authorized to execute this Agreement and has taken all actions required by law to properly and legally execute this Agreement. This Agreement has been, or upon execution and delivery thereof will be, duly executed and delivered by Hess. Upon execution, this Agreement will be, a valid and binding obligation of Hess, enforceable against Hess in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

The execution of this Agreement will not violate or breach any agreement, contract, or commitment to which Hess is a party.

There is no suit, claim, action, proceeding or investigation pending or, to the knowledge of Hess, threatened against Hess that could reasonably be expected to adversely affect Hess’ performance under this Agreement or prevent or materially delay the Closing. Hess is not subject to any outstanding order, writ, injunction or decree that could reasonably be expected to affect Hess’ performance under this Agreement.

Hess acknowledges his understanding that the sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“ Regulation D ”). In furtherance thereof, Hess represents and warrants to Holdings as follows:

Hess realizes that the basis for the exemption from registration may not be available if, notwithstanding Hess’ representations contained herein, Hess is merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Hess does not have any such intention.

Hess is acquiring the Shares solely for Hess’ own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Shares.

Hess has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies, and has no need for liquidity with respect to the investment in the Subsidiary.

Hess and Hess’ attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “ Advisors ”), have received this Agreement, together with all exhibits hereto, and all other documents provided by Holdings pursuant to the requests of the Subscriber or its Advisors, if any, and have carefully reviewed them and they understand the information contained therein, prior to the execution of this Agreement.

Hess (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Subsidiary.