ASSET PURCHASE AGREEMENT

Exhibit 2.1

A MARK OF *** IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THIS EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Execution Version

ASSET PURCHASE AGREEMENT

by and among

FTI CONSULTING, INC.

FTI SMC ACQUISITION LLC,

THE SCHONBRAUN MCCANN CONSULTING GROUP LLC,

THE MEMBERS LISTED ON SCHEDULE I ATTACHED HERETO

and

BRUCE SCHONBRAUN, as the Members’ Representative

Dated as of March 31, 2008

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of March 31, 2008, by and among (i) FTI SMC Acquisition LLC, a Maryland limited liability company (“ Buyer ”), (ii) FTI Consulting, Inc., a Maryland corporation (“ Parent ”), (iii) The Schonbraun McCann Consulting Group LLC, a New Jersey limited liability company (“ Seller ”), (iii) each of the individuals listed on Schedule I attached hereto (the “ Members ” and each a “ Member ”) and (v) Bruce Schonbraun, in his capacity as the Members’ Representative. Buyer, Parent, Seller and the Members are sometimes individually referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”

WHEREAS, Seller is engaged in the business of providing entities in the real estate industry with financial advisory and consulting services, including, but not limited to, valuation services, lease consulting and cost segregation services (the “ Business ”);

WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, all of the business, assets and properties, operating as a going concern, related to the operation of the Business;

WHEREAS, as of the Closing the Members and the other Persons listed in Schedule I will own all of the outstanding membership interests of Seller in the respective percentages set forth opposite the name of each such Member and other Person, and each Member is employed, directly or indirectly, by Seller; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, mutual covenants, agreements and understandings contained herein and intending to be legally bound, the Parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms have the meanings set forth below:

“ Acquired Entity ” shall mean the portion of the business and operations of a Person that are substantially the same as, or complementary to, the business and operations of the Business, which the Buyer or its Affiliates acquires in any merger, asset purchase, stock purchase or similar transaction (an “ Acquisition ”) after the Closing, and which Buyer, with the consent of the Members’ Representative (such consent not to be unreasonably withheld) agrees will become a part of the Business Unit upon consummation of such Acquisition.

“ Acquired Entity EBITDA ” shall mean, for any period, the EBITDA generated by an Acquired Entity calculated in a manner consistent with the calculation of EBITDA of the Business Unit.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “ control ” (including the terms

A mark of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934.

“ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns 10% or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.

“ Base Collection Amount ” means the sum of (i) the amount of current liabilities reflected on the Estimated Closing Statement, (ii) $9,000,000 and (iii) 50% of the Working Capital Surplus, less the amount of pre-paid expenses and security deposits reflected on the Estimated Closing Statement.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which State of Maryland or State of New York government offices are required or authorized by law to be closed in the City of Baltimore or Borough of Manhattan, respectively.

“ Business Employees ” means all of Seller’s employees as of the Closing Date that provide services related to the Business, including all active employees and inactive employees as of the Closing Date for any reason (including as a result of leave of absence, disability or illness), other than those employees identified on Schedule 1.1 .

“ Business Marks ” means all Marks that use or incorporate the words “SCHONBRAUN MCCANN,” and all translations, adaptations, derivations and combinations thereof (including initials and acronyms) for use in connection with the Business.

“ Business Unit ” shall mean that portion of the business and operations of the Buyer consisting of the Business, as it may develop after the Closing Date, together with the business and operations of any Acquired Entities.

“ Business Unit EBITDA ” means the EBITDA of the Business Unit for each period during the Earn-out Period, provided, that for purposes of the earn-out calculations in Section 3.4 , (x) directly allocable expenses and costs incurred or accrued by the Buyer Parties with respect to the business and operations of the Business Unit, to the extent not already reflected in the EBITDA calculation in such applicable period, shall be included as expenses and costs of the Business Unit in such period, (y) a ratable overhead allocation consistent with Parent’s practices for each of its business segments, to the extent not already reflected in the EBITDA calculation in such applicable period, shall be included as expenses and costs of the Business Unit in such period and (z) EBITDA of the Business Unit for any fiscal year shall be (A) increased by an amount equal to a percentage to be agreed by Buyer and Seller of any consolidated revenue of Buyer that does not constitute revenue of the Business Unit in the relevant period but that Buyer determines was attributable to referral efforts of the Business Unit and (B) decreased by an amount equal to a percentage to be agreed by Buyer and Seller of any consolidated revenue of the Business Unit in the relevant period that Buyer determines was attributable to referral efforts by businesses of Buyer other than the Business Unit (in each case under clauses (z)(A) and (z)(B) Buyer’s determinations of whether revenue is attributable to referral efforts shall be reasonable and made in good faith on a consistent basis); and provided further that for any relevant period in which the Acquisition of the Acquired Entity has been completed and for each subsequent period during the Earn-out Period, (i) there shall be a charge against Business Unit EBITDA in an amount equal to Parent’s ***, determined annually, of the aggregate capital value for such Acquisition, including any earn-out obligation (such charge to be pro rated with respect to an Acquisition for any partial fiscal year), and (ii) the Business Unit EBITDA shall include Acquired Entity EBITDA of the Acquired Entity (for the year of such acquisition, only Acquired Entity EBITDA that is generated following the acquisition of an Acquired Entity).

“ Buyer Parties ” means Parent, Buyer and their respective Affiliates and each of their respective members, shareholders, officers, directors, managers, employees, agents, representatives, successors and assigns.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq .).

“ Client ” means any Person for whom, with which, or for the benefit of whom, directly or indirectly, (A) Seller or its Subsidiaries has or has had a contract, engagement, arrangement, purchase order or other agreement (whether written or oral), to provide services, or has provided any services, within the twenty-four (24) months immediately prior to the Closing Date and (B) with respect to any Member, such Member performed services, conducted business, or acquired any Confidential Information about through Seller or any of its Subsidiaries.

“ Closing Cash Payment ” means an amount in cash equal to the remainder of (i) $100,000,000 (as adjusted in accordance with Section 3.3(a)(ii)), less (ii) the Debt Payoff Amount.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

“ Common Stock ” means the common stock of Parent.

“ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the products, services and/or research and/or development of the Business and/or its suppliers, distributors, customers, independent contractors and/or other business relations. Confidential Information includes, but is not limited to, the following: business, operations, services, products, research, inventions, discoveries, drawings, designs, plans, processes, models, technical information, facilities, methods, trade secrets, copyrights, software, source code, systems, patents, procedures, manuals, specifications, any other intellectual property, confidential reports, price lists, pricing formulas, customer lists, financial information, business plans, lease structure, projections, prospects, or opportunities or strategies, acquisitions or mergers, advertising or promotions, personnel matters, legal matters, proposals, response to any request for proposal, any other confidential and proprietary information, and any other information not generally known outside the Seller that may be of value to the Seller, but excludes any information already properly in the public domain. Confidential Information also includes confidential and proprietary information and trade secrets that third parties entrust to Seller in confidence. Confidential Information shall not include any information that (i) is already public knowledge or becomes public knowledge after Closing through no fault of Seller, any Member or any of their respective Affiliates, directors, officers, employees, agents, representatives, or advisers or (ii) must be disclosed pursuant to applicable law, court order or pursuant to the request of a governmental authority.

“ Earn-out Consideration Percentage Interest ” means, for each Member, the percentage interest of such Member in the Earn-out Consideration, as set forth on Schedule 4.3 .

“ EBITDA ” shall mean net income of the Business, determined in accordance with GAAP, consistently applied, plus interest expense, income Taxes, depreciation and amortization; excluding, however, the effect of the following items: (i) expenses directly or indirectly incurred by Buyer or Parent in connection with the acquisition of the Business, including any financing or refinancing and the Cash Consideration, Share Consideration and Earn-out Consideration and preparation of the Working Capital Statement (and resolution of any dispute thereof and any adjustment to Net Working

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Capital as provided in Section 3.4(b) ); (ii) expenses relating to stock, stock options, stock appreciation rights or similar rights or compensation granted to employees of the Business Unit; and (iii) any item of gain, loss, income or expense resulting from a change in the accounting methods, principles or practices of the Business Unit or a change in GAAP or any GAAP election or treatment not made or utilized by Seller in the preparation of the Seller Financial Statements (to the extent such Seller Financial Statements have been prepared in accordance with GAAP).

“ EBITDA Hurdle ” shall mean, for each date of determination during the Earn-Out Period, the sum of (i) Target EBITDA, plus (ii) any EBITDA Shortfall.

“ EBITDA Shortfall ” means, for each full or partial fiscal year prior to the date of determination, the amount by which the cumulative Target EBITDA exceeds the cumulative Business Unit EBITDA.

“ Environmental and Safety Requirements ” means all federal, state, local and foreign statutes, regulations, ordinances, codes and other provisions having the force and effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of, or exposure to, any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, as previously, now or hereafter in effect.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity that, together with either Seller, is treated as a single employer under Section 414 of the Code.

“ Excess Losses ” means, as of any date of determination, the amount by which (x) Losses potentially resulting from all pending claims for indemnification pursuant to Article X exceeds (y) the aggregate value of the Share Consideration (based on the greater of the Closing Date Value and the value of such Share Consideration as of the date of determination) that has not been either released to the Seller (or its Members) or cancelled to satisfy Losses made by the Buyer Parties.

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

“ Final Earn-out Period ” means that portion of fiscal year 2013 between January 1 and the Business Day immediately prior to the anniversary of the Closing Date.

“ Forfeiture Event ” means, with respect to any Member, (i) such Member becoming employed by or a partner in or consultant to any Competing Business, (ii) such Member soliciting Clients, Prospective Clients or employees of the Buyer or any of its Subsidiaries for the benefit of a Competing Business, (iii) such Member willfully or deliberately disclosing Confidential Information in violation of Section 9.4 , or (iv) such Member breaching or violating the terms of any nonsolicitation, noncompetition or confidentiality provisions in an employment agreement with Buyer (or one of its Affiliates) applicable to such Member.

“ GAAP ” means Unites Stated generally accepted accounting principles, as in effect from time to time.

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“ Indebtedness ” means (i) any indebtedness for borrowed money; (ii) any indebtedness evidenced by any note, bond, debenture or other debt security; (iii) any liabilities or obligations for the deferred purchase price of property or services with respect to which Seller or its Subsidiaries are liable, contingently or otherwise, as obligor or otherwise (other than account payables which are not more than thirty (30) days past due and which are recorded on the Closing Statement and included in the calculation of Net Working Capital); (iv) any commitment by which Seller or its Subsidiaries assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (v) any indebtedness guaranteed in any manner by Seller or its Subsidiaries (including guarantees in the form of an agreement to repurchase or reimburse); (vi) any indebtedness or liabilities secured by a Lien (other than Permitted Liens arising by operation of law) on Seller’s assets; (vii) any amounts owed by Seller or any of its Subsidiaries to any Person under any noncompetition or consulting arrangements; (viii) any amounts owed to Affiliates of Seller, (including intercompany trade and accounts payable); and (ix) all issued but uncleared checks issued by Seller or its Subsidiaries that are outstanding as of the Closing Date.

“ Ineligible Member ” means, with respect to each Member, a Forfeiture Event with respect to such Member has occurred on or prior to the applicable date of payment of the Earn-out Consideration.

“ Knowledge ” and terms of similar import mean, with respect to Seller, the actual knowledge of Bruce Schonbraun, Stephen McCann, Jahn Brodwin, Larry Portal and Ingrid Noone, after making reasonable inquiry.

“ Lien ” or “ Liens ” means any lien (statutory or otherwise), hypothecation, encumbrance, claim, liability, security interest, interest, mortgage, pledge, restriction, charge, instrument, license, preference, priority, security agreement, easement, covenant, encroachment, option, Tax (including foreign, federal, state and local Tax), order of any Governmental Authority, of any kind or nature, whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown.

“ Loss ” means any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any rights hereunder), but excluding punitive damages, exemplary damages and consequential damages, including damages on account of lost profits and lost opportunities (except as an Indemnified Party may be required to pay to a third-party as a result of any Third-Party Claims (as defined below) subject to indemnification).

“ Material Adverse Effect ” shall mean any material adverse change, event, circumstance or development with respect to, or material adverse effect on, (i) the business, assets, liabilities, capitalization, condition (financial or other), results of operations of the Seller, its Subsidiaries or the Business, taken as a whole, or (ii) Seller’s ability to consummate the transactions contemplated hereby.

“ Net Working Capital ” means an amount determined as of the Closing, equal to the amount of all receivables (net of reserves), work in progress, prepaid expenses and security deposits included in the Purchased Assets less an amount equal to the sum of all accounts payable, deferred income and any other current liabilities included in the Assumed Liabilities, in each case to the extent that such items are characterized as current assets and current liabilities in accordance with GAAP, consistently applied, except that security deposits shall be included in the Net Working Capital regardless of such characterization.

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“ Noncompete Period ” means, for each Member, a period of five years following the Closing Date; provided that if such Member’s employment with Buyer (or its Affiliates) is terminated by Buyer (or its Affiliates) without Cause or by such Member for Good Reason (as such terms are defined in his or her employment agreement with Buyer), then the Noncompete Period shall lapse at such time (or if later, the end of a period covered by a payment) that Buyer (or its Affiliates) ceases to pay the severance required to be paid to such Member under the terms of his or her employment agreement.

“ Other Members ” means each of Scott Tannenbaum and Mark Rubin.

“ Percentage Interest ” means, for each Member, the product (expressed as a percentage) of (i) the quotient of (y) the Share Consideration Percentage Interest of such Member, divided by (z) the Share Consideration Percentage Interest of all Members, multiplied by (ii) 100.

“ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).

“ Proprietary Rights ” means any and all of the following in any jurisdiction throughout the world: (a) all inventions (whether or not patentable or reduced to practice), all improvements thereto, all patents and patent applications, and all patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and reexaminations in connection therewith; (b) all trademarks, service marks, designs, trade dress, logos, slogans, trade names, business names, corporate names, Internet domain names, and all other indicia of origin, together with all translations, adaptations, derivations and combinations thereof (including initials or acronyms), all applications, registrations, and renewals in connection therewith, and all goodwill associated with any of the foregoing (collectively, the “ Marks ”); (c) all works of authorship (whether or not copyrightable), copyrights (including “look-and-feel”), database rights, and all applications, registrations, and renewals in connection therewith; (d) all trade secrets, know-how, technologies, processes, techniques, protocols, methods, formulae, algorithms, compositions, industrial models, architectures, layouts, designs, drawings, plans, specifications, methodologies, ideas, research and development, and confidential information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (e) all software (including source code, executable code, systems, tools, data, databases, firmware, and related documentation); (f) all other proprietary and intellectual property rights; and (g) all copies and tangible embodiments or descriptions of any of the foregoing (in whatever form or medium).

“ Prospective Client ” means any Person for whom, from which, or for the benefit of whom, directly or indirectly, (A) Seller solicited or attempted to solicit any business or to which Seller has submitted any written or oral bid or proposal to provide services or information or conduct business, within the twenty-four (24) months immediately prior to the Closing Date and (B) with respect to any Member, such Member performed services, conducted business, or acquired any Confidential Information about through the Seller.

“ Restriction Termination Date ” means, with respect to all or any portion of the Common Stock held on behalf of a Member, the later of (i) the date on which all of the transfer restrictions and other restrictions with respect to such Member under the Restricted Stock Agreements are terminated and (ii) the date when such Common Stock first becomes eligible for sale under the Securities Act (without regard to Section 144(e) of the rules promulgated thereto).

“ SEC ” means the United States Securities and Exchange Commission

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A mark of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934.

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

“ Share Consideration Percentage Interest ” means, for each Member, the percentage interest of such Member in the Share Consideration and Cash Consideration, as set forth on Schedule 4.3 .

“ Shared Services Agreement ” means the Amended and Restated Shared Services Agreement dated as of January 1, 2007 between the Seller and SMG LLP.

“ SMG LLP ” means The Schonbraun McCann Group LLP, a New Jersey limited liability partnership which is an Affiliate of and under common ownership and control with the Seller and provides audit and attest services.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, either (A) a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (B) such Person is a general partner, managing member or managing director of such partnership, limited liability company, association or other entity.

“ Target EBITDA ” shall mean, for any fiscal year, *** (pro rated for any partial fiscal year).

“ Target Working Capital ” means $9,000,000.

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property (including general and special real estate taxes and assessments, special service area charges, tax increment financing, charges, payments in lieu of taxes and similar charges and assessments), windfall profits, environmental (including tax under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, foreign or domestic withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax, governmental fee, governmental assessment or governmental charge of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner including any interest, penalties or additions to Tax or additional amounts with respect to the foregoing whether disputed or not.

“ Tax Returns ” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“ Treasury Regulations ” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation section shall be interpreted to include any final or temporary revision of or successor to that section regardless of how numbered or classified.

“ Working Capital Deficit ” means the amount by which the Estimated Working Capital, as determined in accordance with Section 3.3(a)(i) , is less than the Target Working Capital.

“ Working Capital Surplus ” means the amount by which the Estimated Working Capital, as determined in accordance with Section 3.3(a)(i) , exceeds the Target Working Capital.

1.2 Additional Definitions . Each of the following terms has the meaning ascribed to such term in the Article or Section set forth opposite such term:

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ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS

2.1 Basic Transaction .

(a) Purchased Assets . On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date, all right, title and interest of Seller (and its Subsidiaries) in and to the assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller and its Subsidiaries (including indirect and other forms of beneficial ownership) as of the Closing Date (except to the extent constituting Excluded Assets pursuant to Section 2.1(b) ), which are used or intended for use in the Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed (collectively, the “ Purchased Assets ”), free and clear of all Liens (other than Permitted Liens), including the following:

(i) all notes receivable, accounts receivable and work in progress to the extent such items are recorded on the Working Capital Statement and are included in the calculation of the Net Working Capital;

(ii) all client work and client work product related to the Business that has been performed or is in the process of being performed on the Closing Date;

(iii) all Proprietary Rights and Business Marks which in either case are owned by, issued to, licensed or used by Seller, along with all of Seller’s interest in income, royalties, damages and payments accrued, due or payable to Seller as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof by third parties, the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world);

(iv) all contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral), including amendments and supplements, modifications, and side letters or agreements, related to the Business to the extent included in Schedule 2.1(a)(iv) (collectively, the “ Assumed Contracts ”);

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(v) all leasehold improvements and all machinery, equipment (including all vehicles, testing equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture located in any building, office or other space leased, owned or occupied by Seller or in any warehouse or other storage facility where any of Seller’s properties and/or assets may be located;

(vi) all office supplies, production supplies, spare parts, other miscellaneous supplies and other tangible property of Seller of any kind located in any building, office or other space leased, owned or occupied by Seller or in any warehouse or other storage facility where any of Seller’s properties and/or assets may be located;

(vii) all credits, prepaid expenses, deferred charges, advance payments, security deposits and other prepaid items of Seller;

(viii) all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of Seller of any kind;

(ix) all lists, records and other information pertaining to accounts and referral sources; all lists, records and other information pertaining to suppliers and customers; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business, sales and marketing plans and information); in each case whether evidenced in writing, electronic data, computer software or otherwise;

(x) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials;

(xi) all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies (including all of the foregoing listed or described on Schedule 2.1(a)(xii) ), and the rights to all data and records held by such agencies;

(xii) all goodwill as a going concern and all other intangible property; and

(xiii) all other properties, assets and rights owned by Seller as of the Closing Date, or in which Seller has an interest, and which are not otherwise Excluded Assets.

(b) Excluded Assets . Notwithstanding the foregoing, the following properties, assets and rights (the “ Excluded Assets ”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets:

(i) all cash and cash equivalents of Seller, but excluding any security deposits;

(ii) all ownership interests in Seller;

(iii) Seller’s certificate of formation, operating agreement, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and other documents relating solely to the organization, maintenance and existence of each Seller as a limited liability company;

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(iv) claims for and rights to receive Tax refunds with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and Tax Returns with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto;

(v) the Purchase Price and all other rights of Seller under or pursuant to this Agreement and the Schedules attached hereto and any other agreements entered into by Seller pursuant to this Agreement;

(vi) insurance policies owned or maintained by Seller on the lives of any Members, and the cash surrender values and prepaid premiums with respect to such policies;

(vii) any Seller Employee Benefit Plans and interests therein; and

(viii) all other assets and properties of Seller specifically listed or described on the Excluded Assets Schedule .

2.2 Assumption of Liabilities .

(a) Assumed Liabilities . Subject to the conditions set forth in this Agreement, in addition to the Purchase Price and as additional consideration for the Purchased Assets, as of the Closing to the extent such liabilities relate to the Business, Buyer shall assume only the following debts, liabilities and obligations of Seller (collectively, the “ Assumed Liabilities ”):

(i) except as otherwise provided in Section 2.2(b) below, all of Seller’s accounts payable (but only to the extent such items are not more than thirty (30) days past due and are recorded on the Working Capital Statement and are included in the calculation of the Net Working Capital);

(ii) Seller’s obligations under the Assumed Contracts to the extent arising after the Closing Date, but only to the extent such Assumed Contracts are assigned to Buyer or Buyer otherwise receives the rights and benefits of such Assumed Contracts pursuant to Section 3.7 below, and specifically excluding any liability or obligation relating to or arising out of such Assumed Contracts as a result of (A) any breach of such Assumed Contracts occurring on or prior to the Closing Date (subject to Section 10.2(a)(i)(6) ), except for any such breach due to the failure to obtain consent to assignment of any such Assumed Contract to the Buyer), (B) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date; or (C) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand that arises as a result of a matter referred to in clause (A) or clause (B) above or that is filed prior to the Closing Date; and

(iii) all liabilities and obligations arising from Buyer’s operation of the Purchased Assets or the Business after the Closing Date.

(b) Liabilities Not Assumed . Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyer shall not assume or in any way become liable for any of Seller’s debts, liabilities or obligations of any nature whatsoever, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, including all of the following (collectively referred to herein as the “ Excluded Liabilities ”):

(i) any of Seller’s liabilities or obligations under this Agreement, the Schedules attached hereto and any other agreements entered into by Seller in connection with the transactions contemplated by this Agreement;

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(ii) any of Seller’s liabilities or obligations for expenses, fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and transfer Taxes), except for the portion of the Taxes to be paid by Buyer pursuant to Section 9.3 hereof;

(iii) any liability or obligation of Seller for Taxes for any period without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date, except for the portion of the Taxes to be paid by Buyer pursuant to Section 9.3 hereof;

(iv) any liability or obligation under or with respect to Seller Employee Benefit Plans or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by Seller or its ERISA Affiliates, or with respect to which Seller or any such ERISA Affiliate has any liability;

(v) any liability or obligation with respect to any products that were marketed or sold or services that were performed prior to the Closing, including professional or product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date;

(vi) any of Seller’s liabilities or obligations for vacation pay, sick pay or holiday pay (except to the extent reflected on the Working Capital Statement and taken into account in the determination of Net Working Capital), salary, bonuses (including bonuses paid in connection with the consummation of the transactions contemplated hereby) or other payments or liabilities of any kind to any Business Employees or current or former employee of Seller, including any liabilities or obligations arising prior to the Closing with respect to the exempt or non-exempt status of any Business Employee;

(vii) any liability or obligation relating to workers’ compensation claims which were filed or presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date;

(viii) any of Seller’s liabilities or obligations arising (A) by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any Governmental Authority, (B) by reason of any breach or alleged breach by Seller of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, except (subject to Section 10.2(a)(i)(6) ) for any breach of an Assumed Contract due to the failure to obtain consent to assignment of any such Assumed Contract to the Buyer, or (C) under any Environmental and Safety Requirements;

(ix) any of Seller’s liabilities or obligations relating to any legal action, proceeding or claim arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors on or prior to the Closing Date, and any liabilities or obligations arising under the Shared Services Agreement;

(x) any of Seller’s liabilities or obligations for Indebtedness to the extent not included in Final Working Capital, except that Buyer shall assume Seller’s liabilities and obligations accruing from and after the Closing under personal property leases identified in Schedule 2.1(a)(iv) ;

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(xi) any liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto);

(xii) any of Seller’s liabilities or obligations which Buyer may become liable for as a result of or in connection with the failure by Buyer or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability; and

(xiii) the liabilities specifically identified and described on Schedule 2.2(b)(xiii) attached hereto.

For purposes of this Section 2.2(b) , “ Seller ” shall be deemed to include all Affiliates and Subsidiaries of Seller and any predecessors to Seller and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Excluded Liabilities, to the extent applicable, and Seller shall pay, discharge and perform all such liabilities and obligations promptly when due.

2.3 Further Transfers; Transition Assistance . Seller shall execute and deliver such instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Buyer shall execute and deliver such instruments of assumption and other document as Seller may reasonably request to effect, consummate, confirm or evidence the assumption by Buyer of the Assumed Liabilities. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided that Seller and Buyer, as applicable, shall reimburse the other for such other Party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that subsequent to the Closing it shall refer all Client and Prospective Client inquiries with respect to the Business to Buyer.

ARTICLE III

PURCHASE PRICE; CLOSING

3.1 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, New York, NY 10022, at 10:00 a.m., local time, on the Business Day following satisfaction or waiver of all of the conditions to the Closing set forth in Article VIII (other than those that by their nature can and will be satisfied only at the Closing), or such other date as the Parties may mutually agree upon in writing (the “ Closing Date ”).

3.2 Purchase Price; Payments at Closing .

(a) Purchase Price . The aggregate purchase price (the “ Purchase Price ”) for the Purchased Assets shall consist of the Cash Consideration and the Share Consideration. The “ Cash Consideration ” shall be equal to $100,000,000, plus the right to additional cash payment as and to the extent set forth in Section 3.4 . The “ Share Consideration ” shall consist of the number of shares of Common Stock equal to the quotient obtained by dividing (x) $25,000,000 by (y) the average of the daily closing prices per share of the Common Stock on the New York Stock Exchange, as reported in the Wall

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Street Journal for the five (5) consecutive trading days prior to (and not including) the Closing Date (such average, the “ Closing Date Value ”). No fraction of a share of Common Stock shall be issued, and each fractional share thereof shall be rounded to the nearest whole number.

(b) Outstanding Indebtedness . No later than three (3) Business Days prior to the Closing Date, Seller shall furnish to Buyer customary payoff letters from all financial institutions and other Persons to which any Indebtedness of the Seller is outstanding (other than the personal property leases set forth on Schedule 2.1(a)(iv) ), which payoff letters shall indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment or similar payments, expenses and other obligations related to such Indebtedness as of the Closing Date (the “ Debt Payoff Amount ”). Seller shall at Seller’s election have the option to pay the Debt Payoff Amount directly out of Seller’s own funds in advance of Closing rather than have the Debt Payoff Amount paid by Buyer and Parent out of the Cash Consideration at Closing, in which case Seller shall provide evidence of such payment to Buyer.

(c) Payments at Closing .

(i) At the Closing, Buyer and Parent (jointly and severally) shall (i) pay to Seller the Closing Cash Payment by wire transfer of immediately available funds to an account designated by the Seller at least two Business Days prior to Closing and (ii) pay the Debt Payoff Amount to the payees thereof by wire transfer of immediately available funds to the respective accounts designated in the payoff letters with respect thereto. Any portion of the Cash Consideration distributed by the Seller to its Members and Other Members shall be in accordance with the Members’ and Other Members’ respective Share Consideration Percentage Interest.

(ii) The Share Consideration shall be subject to certain restrictions set forth in the Restricted Stock Agreements dated as of the Closing Date by and among Parent, Seller and each of the Members (the “ Restricted Stock Agreements ”). At the Closing, the Share Consideration shall be issued by Parent in the name of the Seller (for the account of the Members and Other Members in accordance with their respective Share Consideration Percentage Interest), but shall be retained by Parent until the respective dates upon which such Share Consideration is no longer subject to restriction under the corresponding Restricted Stock Agreement (the release date of such Share Consideration, the “ Release Date ”). Buyer and Parent shall deliver to the Seller for the benefit of the Members and the Other Members (in accordance with their respective Share Consideration Percentage Interests) the Share Consideration on their applicable Release Dates, to the extent not cancelled pursuant to Section 10.6 , provided that if on or prior to an applicable Release Date any claim by a Buyer Party has been made that could result in Excess Losses and Buyer has notified the Members’ Representative of such in writing, then there shall be withheld on such applicable Release Date such amount of the Share Consideration (as determined as follows: (i) if such Share Consideration is subject to the Stock Floor Guaranty (as defined in the Restricted Stock Agreement), the greater of (x) the per share closing price of the Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal on such Release Date (or if the New York Stock Exchange is not open for trading on such date, the preceding trading date) or (y) the Closing Date Value; or (ii) if such Share Consideration is not subject to the Stock Floor Guaranty under the Restricted Stock Agreement, the per share closing price of the Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal on such Release Date (or if the New York Stock Exchange is not open for trading on such date, the preceding trading date)) necessary to cover all Excess Losses, and such withheld amount (or the applicable portion thereof) shall either be cancelled to satisfy a Loss suffered by a Buyer Party or released to Seller for the benefit of the Members (or those of the Members as shall be designated by Seller), as appropriate based upon final resolution of each such claim in accordance with the terms of Article X hereof.

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3.3 Purchase Price Adjustment .

(a) Estimated Working Capital .

(i) Seller shall prepare in good faith and deliver to Buyer, not more than five (5) days prior to the Closing Date, a statement (the “ Estimated Closing Statement ”) of the estimated Net Working Capital of the Seller as of the Closing Date (the “ Estimated Working Capital ”), together with a reasonably detailed worksheet (and supporting schedules) setting forth the calculation of the Estimated Working Capital, which shall be reasonably acceptable to Buyer; provided , however, that Buyer’s belief that the Estimated Closing Statement and calculation of the Estimated Working Capital is reasonable when given shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth herein. The Seller shall provide Buyer with reasonable access to the books and records (including financial statements) of the Seller to verify the Estimated Closing Statement and the balance sheet items reflected thereon.

(ii) The Cash Consideration payable at the Closing pursuant to Section 3.2 shall be (x) increased by fifty percent (50%) of the Working Capital Surplus or (y) decreased by the Working Capital Deficit.

(iii) If and to the extent there is a Working Capital Surplus, then following such time that Buyer receives cash from gross collections of accounts receivable and work in progress included on the Estimated Closing Statement and prior to December 31, 2008 (the “ Collection Period ”) in an amount equal to the Base Collection Amount, Buyer and Parent (jointly and severally) shall, on a monthly basis, pay to Seller amounts collected in respect of remaining accounts receivable and work in progress included in Estimated Working Capital until an aggregate amount equal to the Working Capital Surplus (including the portion of the Working Capital Surplus paid pursuant to Section 3.3(a)(ii) above) has been paid to Seller. Buyer’s obligation to collect such accounts receivable and work in progress shall not extend to the institution of litigation, employment of counsel, or any other extraordinary means of collection, and Buyer shall not incur or cause to be incurred any collateral or outside fees, costs or charges in connection with its efforts at collection of such accounts receivable or work in progress without first having obtained the authorization in writing of Seller. During the Collection Period, unless authorized by Buyer, neither Seller nor its agents shall make any solicitation for collection purposes or institute litigation for the collection of any amounts due thereunder.

(b) Final Working Capital .

(i) Within 60 days following December 31, 2008, Buyer shall prepare and deliver to the Members’ Representative a statement (the “ Working Capital Statement ”) of the Net Working Capital of the Seller as of the Closing Date (the “ Closing Working Capital ”), which shall include a reasonably detailed worksheet setting forth a calculation of Closing Working Capital. For purposes of preparing the Working Capital Statement, any accounts receivable of the Seller existing as of the Closing Date that were included in the calculation of Estimated Working Capital but have not been paid to the Buyer prior to delivery of the Working Capital Statement, and any work in progress of the Seller existing as of the Closing Date that has not been converted to accounts receivable and paid to the Buyer prior to delivery of the Working Capital Statement, shall be disregarded (and not included as current assets) for purposes of calculating the Net Working Capital pursuant to this Section 3.3(b) . If requested by the Members’ Representative in writing, Buyer will provide the Members’ Representative with all work papers in the possession of Buyer used in preparation of the Working Capital Statement.

(ii) The Members’ Representative shall have thirty (30) days following delivery of the Working Capital Statement (the “ Objection Period ”) to accept or dispute the accuracy of

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the Working Capital Statement. If the Members’ Representative has not given any such written notice to Buyer on or prior to the expiration of the Objection Period, the Members’ Representative shall be deemed to have accepted the accuracy of the Working Capital Statement, and the Closing Working Capital shall be deemed to be the final amount of Net Working Capital as of the Closing Date as set forth in the Working Capital Statement (the “ Final Working Capital ”). If the Members’ Representative disputes the accuracy of the Working Capital Statement, the Members’ Representative shall in the notice of such dispute set forth in reasonable detail those items that the Members’ Representative believes are not fairly presented or calculated and the reasons for such opinion. The Parties shall then meet and in good faith try to resolve their disagreements over the disputed items. If the Parties resolve their disagreements in accordance with the foregoing sentence, the Closing Working Capital with those modifications, if any, to which the Parties shall have agreed shall be deemed to be the Final Working Capital. If the Parties have not resolved their disagreements over the disputed items within twenty (20) days after the Members’ Representative provides notice of dispute, the Parties shall forthwith jointly submit a written notice of the disputed items (the “ Notice of Disagreement ”) to an accounting expert that is reasonably satisfactory to the Buyer and Seller (the “ Accounting Referee ”). The Accounting Referee shall determine, based solely on the provisions of this Agreement and the presentations by Buyer and the Members’ Representative and their respective representatives, and not by independent review, only the appropriate amount, inclusion or omission of the disputed items, and shall modify the Working Capital Amount to conform to its determination within thirty (30) days after it has been engaged. In resolving any disputed item, the Accounting Referee: (x) shall limit its review to matters specifically set forth in the Notice of Disagreement as a disputed item, (y) shall further limit its review to whether the Closing Working Capital is mathematically accurate and has been prepared in accordance with the definition of Working Capital and (z) shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The determination of the Accounting Referee shall not, in the absence of manifest error, be subject to contest. The fees and expenses of the Accounting Referee shall be borne by the Party whose claimed Net Working Capital, as set forth on the Working Capital Statement or Notice of Disagreement, as applicable, was further from the Final Working Capital, as determined by the Accounting Referee.

(iii) Within three (3) Business Days after the final determination of the Final Working Capital, in accordance with Section 3.3(b)(ii) above,

(A) to the extent the Final Working Capital is less than the Target Working Capital, then Seller and the Members, in accordance with Section 3.3(b)(iv) shall pay, or cause to be paid, to the Buyer the following amounts, if any:

(1) if there was no Working Capital Deficit or Working Capital Surplus, then an amount equal to the remainder of (x) Target Working Capital minus (y) the Final Working Capital;

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A mark of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934.

(2) if there was a Working Capital Deficit, an amount equal to the remainder of (x) Estimated Working Capital, minus (y) the Final Working Capital;

(3) if there was a Working Capital Surplus, an amount equal to (x) the remainder of (i) Target Working Capital, minus (ii) the Final Working Capital, plus (y) the amount of any Working Capital Surplus that was actually paid to Seller (or its Members) pursuant to Section 3.3(a)(ii) and Section 3.3(a)(iii) ; and

(B) to the extent the Final Working Capital is greater than the Estimated Working Capital, then Buyer and Parent (jointly and severally) shall pay to the Seller (for the account of the Members and Other Members in accordance with their respective Share Consideration Percentage Interest) the following amounts, if any:

(1) if there was no Working Capital Deficit or Working Capital Surplus, then an amount equal to the remainder of (x) Final Working Capital, minus (y) the Target Working Capital;

(2) if there was a Working Capital Surplus, an amount equal to the remainder of (x) the Final Working Capital, minus (y) Estimated Working Capital; and

(3) if there was a Working Capital Deficit, an amount equal to the remainder of (x) Final Working Capital, minus (y) the Estimated Working Capital.

(iv) All payments pursuant to this Section 3.3(b) shall be net of any collected but unpaid amounts under Section 3.3(a)(iii) above, and shall be made by wire transfer of immediately available funds to an account designated in advance by the Members’ Representative or Buyer, as applicable, following final determination of the Net Working Capital in accordance with Section 3.3(b)(ii) above. The obligation of Seller and the Members to make any payment pursuant to Section 3.3(b)(iii)(A) shall, as between Seller, on the one hand, and the Members as a group, on the other hand, be joint and several, but shall, as between and among the individual Members themselves, be several (in accordance with their respective Percentage Interests) and not joint.

3.4 Earn-out Consideration . In addition to the Cash Consideration and Share Consideration, the Seller shall be entitled to additional consideration as follows:

(a) If the Business Unit EBITDA for any of (1) the portion of fiscal year 2008 between the Closing Date and December 31, 2008, (2) each fiscal year ending December 31 for each of the calendar years 2009 through 2012 and (3) the Final Earn-out Period (collectively, the “ Earn-out Period ”) exceeds the EBITDA Hurdle for such period, then the Seller shall be entitled to receive additional consideration equal to *** of such excess (the “ Earn-out Consideration ”); provided that in no event shall the aggregate amount of Earn-out Consideration payable to Seller exceed $37,500,000. Any Earn-out Consideration payable hereunder shall be subject to the following:

(i) to the extent any Earn-Out Consideration is payable directly to the Seller, such amount shall be reduced by an amount equal to the Earn-out Consideration calculated in accordance with this Section 3.4 for the relevant period multiplied by the aggregate Earn-Out Consideration Percentage Interests of the Ineligible Members, if any, and prior to any such payment, Seller shall certify in writing to the Buyer that no portion of such payment shall be distributed to any such Ineligible Member; and

(ii) to the extent any Earn-Out Consideration is payable directly to the Members (upon prior written direction of the Members’ Representative), the amount payable shall be made severally to the Members in accordance with their respective Earn-out Consideration Percentage Interests, provided that no Ineligible Member shall receive his or her allocable portion of the Earn-Out Consideration.

(b) With respect to each period during the Earn-out Period, (x) for each period other than the Final Earn-out Period, no later than 10 days after the filing of Parent’s annual report on Form 10-K with the SEC for such period or, if such report is not timely filed by Parent, no later than 120 days after the end of such fiscal year and (y) with respect to the Final Earn-out Period, no later than 10 days following the filing of Parent’s quarterly report on Form 10-Q with the SEC for such period, or, if such report is not timely filed by Parent, no later than 90 days after the end of such fiscal quarter, Buyer shall prepare and deliver to the Members’ Representative a statement of income of the Business as of the end of such period, together with a calculation of the Business Unit EBITDA for such period then ended and a statement of the amount, if any, of Earn-out Consideration payable with respect to such completed period. Unless the Members’ Representative disputes Buyer’s determination of the Business Unit EBITDA and Earn-out Consideration for the relevant period in accordance with the provisions of Section 3.4(c) , Buyer’s determination for such period shall be conclusive and binding upon the Members’ Representative and Seller. Parent and Buyer shall make available to Seller all books and records maintained by Parent and Buyer as Seller may reasonably require in order for Seller to review and confirm Buyer’s calculation of Business Unit EBITDA.

(c) In the event that the Members’ Representative disputes the calculation of the Business Unit EBITDA and Earn-out Consideration for any relevant period, the Members’ Representative shall notify Buyer in writing by delivery of a notice (an “ Earn-out Dispute Notice ”) within 30 days after delivery of Buyer’s calculation of the Business Unit EBITDA and Earn-out Consideration for such period, which Earn-out Dispute Notice shall set forth in reasonable detail the basis for such dispute. Any such dispute shall be resolved under the procedures set forth in Section 3.3(b)(ii) of this Agreement. If the Members’ Representative does not deliver an Earn-out Dispute Notice within 30 days after delivery of Buyer’s calculations, within 10 days after expiration of such 30 day period, or, if such a notice is timely delivered, within 10 days of the resolution of any such dispute, Buyer and Parent (jointly and severally) shall pay Seller any Earn-out Consideration that is owed to Seller. Subject to Section 3.4(a) and Section 10.6 , such Earn-out Consideration shall be delivered by Buyer and Parent by wire transfers of immediately available funds to an account or accounts designated in writing by the Members’ Representative.

(d) During the Earn-out Period, Parent shall:

(i) maintain separate accounting of the Business Unit for purposes of determining the Earn-out Consideration;

(ii) not dispose of all or a material portion of the Purchased Assets or operations of the Business to a third party or take any steps to wind up the Business; and

(iii) not require the Business to enter into any transaction other than in the ordinary course of business and on arm’s-length terms (unless such transaction will not affect Business Unit EBITDA or unless equitable adjustments are made in the calculation of Business Unit EBITDA to prevent any distortion in the calculation of Earn-out Consideration).

(e) The Seller (and the Members’ Representative on behalf of the Members) recognize that the contributions of the Members to the ongoing success of the Business are essential and that if any

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Member ceases to be a full time employee of Buyer or its Affiliates during the Earn-out Period, Business Unit EBITDA could be negatively impacted due to the cost incurred to replace each such former Business Employee. In addition, Seller (and the Members’ Representative on behalf of each Member) agrees and acknowledges that the Buyer Parties may make from time to time such business decisions as they deem appropriate in the conduct of the Business Unit’s business, including actions that may have an impact on Business Unit EBITDA, Acquired Entity EBITDA and achievement of all or any portion of Earn-out Consideration. Seller (and their respective Members) shall have no right to claim any lost Earn-out Consideration or other damages as a result of such decisions so long as the actions were not taken by the Buyer Parties in bad faith for the sole purpose of frustrating provisions of this Section 3.4 , except to the extent that any such decision shall constitute a violation of Section 3.4(d) .

(f) Buyer may elect to set-off against all or a portion of any Earn-out Consideration payable to Seller any amount owed to the Buyer Parties under the indemnification obligations set forth in Article X , as and to the extent set forth therein.

3.5 [ Reserved ].

3.6 Allocation of the Purchase Price . The Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets in accordance with the principles set forth on Schedule 3.6 . Buyer shall deliver for Seller’s approval (not to be unreasonably withheld) schedule setting forth the Purchased Assets and such allocation within one hundred twenty (120) days after the Closing Date. Buyer and Seller shall file any Tax Returns and any other governmental filings on a basis consistent with the agreed-upon allocation of fair market value and in accordance with Section 1060 of the Code. Buyer and Seller shall exchange drafts of any information returns required by Section 1060 of the Code, and any similar state statute that is applicable, at least thirty (30) days prior to filing such returns and shall discuss in good faith any modification suggested by the receiving Party.

3.7 Nonassignable Contracts . Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by Seller to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract. Seller shall advise Buyer in writing at least two (2) Business Days prior to the Closing with respect to any Assumed Contract which Seller knows or has substantial reason to believe will or may not be subject to assignment to Buyer hereunder at the Closing. Without in any way limiting Seller’s obligation to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder as required by this Agreement, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, Seller shall cooperate with Buyer at Buyer’s expense following the Closing Date in any reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require, and Buyer shall pay and perform all Assumed Liabilities in respect of any such Assumed Contract to the extent arising subsequent to Closing.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represents and warrants to Buyer that:

4.1 Organization and Corporate Power . Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New Jersey. Seller has obtained and currently maintains all qualifications to do business as a foreign person in all other jurisdictions in which the character of Seller’s properties or the nature of Seller’s activities require it to be so qualified, other than any such qualifications for which the failure to obtain or maintain would not have a material adverse effect on the Business. Seller has all requisite power and authority and all material authorizations, licenses and permits necessary to own and operate the Business and to conduct the Business as now conducted and as presently proposed to be conducted.

4.2 Authorization; No Breach .

(a) The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on the part of Seller or its members are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms.

(b) Except as set forth on Schedule 4.2 , the execution, delivery and performance of this Agreement by Seller, and, assuming termination or expiration of applicable waiting periods under the HSR Act, the consummation of the transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, require any consent, waiver or approval under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien upon any of the Purchased Assets under any of the terms, conditions or provisions of (i) the certificate of formation or operating agreement of Seller, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any domestic or foreign federal, state, local or other governmental authority or regulatory agency, commission, department or other governmental subdivision, court, tribunal or body (a “ Governmental Authority ”) applicable to Seller, or any of its properties or assets, or (iii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, guarantee, lease or license to which either Seller is a party or by which either Seller or any of its properties or assets may be bound or affected or upon any Assumed Contract, other than, in the case of clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

4.3 Capitalization; Subsidiaries .

(a) Schedule 4.3 sets forth, as of the date of the Closing, the name of each Person that owns membership interests in Seller, and the Share Consideration Percentage Interest and Earn-out

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Consideration Percentage Interest held by each such Person in Seller. The outstanding membership interests have been duly authorized, and are validly issued. Other than the membership interests listed on Schedule 4.3 , as of the Closing Seller does not have any other outstanding partnership or membership interests, units (whether general or limited), other interests that confer on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity (collectively, “ Capital Interests ”).

(b) Except as set forth on Schedule 4.3 , Seller does not have any Subsidiaries, nor does Seller own or hold the right to acquire any shares of stock or any other security or interest in any other Person or have any obligation to make any investment in any Person. Each Subsidiary listed on Schedule 4.3 is either wholly owned by Seller or a direct or indirect Subsidiary of Seller as indicated in Schedule 4.3 . Each of the Subsidiaries identified in Schedule 4.3 is qualified to conduct business and is in good standing or is active, as the case may be, under the laws of each jurisdiction wherein the nature of its business or its ownership or leasing of property requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.3 , there are no currently outstanding or authorized options, warrants, rights, contracts, rights of first refusal or first offer, calls, preemptive rights, puts, rights to subscribe, conversion rights, or other agreements or commitments to which Seller or any Subsidiary of Seller is a party or which are binding upon Seller or any Subsidiary of Seller providing for the issuance, disposition, or acquisition of any Capital Interests or securities convertible into or exchangeable for any Capital Interests. Except as set forth on Schedule 4.3 , there are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to Seller or any Subsidiary of Seller and there are no shareholder, voting trust, proxies, or other agreements or understandings to which Seller or any Subsidiary of Seller is a party or to which it is bound relating to Seller’s or any Subsidiary of Seller’s Capital Interests.

4.4 Financial Statements . Attached hereto as Schedule 4.4 are true and complete copies of (i) the audited balance sheet of Seller for the year ended December 31, 2007 (the “ Latest Balance Sheet ”), and the related statements of income, changes in owners’ equity and cash flows for the twelve-month period then ended (the “ Seller Financial Statements ”) and (ii) the audited combined balance sheet of The Schonbraun McCann Group for the years ended December 31, 2006 and December 31, 2005, and the related statements of income, changes in owners’ equity and cash flows for the fiscal years then ended (the “ SMG Financial Statements ”). The Seller Financial Statements (including in all cases the notes thereto) are consistent with the books and records of Seller, fairly present in all material respects the financial condition of Seller as of December 31, 2007 and the operating results of Seller for the year 2007, and have been prepared in accordance with GAAP, consistently applied. The SMG Financial Statements (including in all cases the notes thereto) are consistent with the books and records of SMG LLP fairly present in all material respects the financial condition of SMG LLP as of the respective dates thereof and the operating results of SMG LLP for the periods covered thereby, and have been prepared in accordance with GAAP, consistently applied. The results of operations of SMG LLP’s consulting segment for the years 2006 and 2005 are fairly presented in note 12 to the SMG Financial Statements.

4.5 Absence of Undisclosed Liabilities . Except as set forth on Schedule 4.5 , neither Seller nor any of its Subsidiaries has and will have material obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted), except (i) liabilities reflected on the face of the Latest Balance Sheet and (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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4.6 Absence of Certain Developments . Since December 31, 2007, Seller has operated itself and its Subsidiaries and conducted the Business only in the ordinary course of business and has not experienced or suffered any Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 4.6 , Seller has not with respect to itself, its Subsidiaries, the Business, the Purchased Assets, and the Assumed Liabilities:

(a) paid trade or account payables other than in the ordinary course of business or, delayed or postponed the payment of any trade or accounts payable or commissions or any other liability or litigation or agreed or negotiated with any party to extend the payment date of any trade or accounts payable or commission or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of satisfying the Net Working Capital target as of the Closing;

(b) instituted or permitted any material change in the conduct of the Business, or any material change in its method of purchase, sale, lease, management, marketing, promotion or operation;

(c) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it;

(d) sold, assigned, licensed, sublicensed, transferred or encumbered any material Proprietary Rights or other intangible assets, disclosed any proprietary Confidential Information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants, and other than Persons that have signed or are bound by confidentiality or nondisclosure agreements for the benefit of Seller), or abandoned or permitted to lapse any material Proprietary Rights;

(e) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts or, in the case of non-officer employees, consistent with past practice, and except for bonuses to be paid by Seller in recognition of the consummation of the transaction contemplated by this Agreement), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement;

(f) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;

(g) suffered any extraordinary Losses or waived any rights of material value, whether or not in the ordinary course of business;

(h) suffered any damage, destruction or casualty loss to its tangible assets (including the Purchased Assets) in excess of $100,000, whether or not covered by insurance;

(i) made any capital expenditures or commitments therefore that aggregate in excess of $100,000;

(j) made any change in any method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to Buyer; or

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(k) except for the redemption or cross-purchase of the interests of those Members and other Persons identified on Schedule 4.6 prior to Closing, entered into any other material transaction, whether or not in the ordinary course of business, or materially changed any business practice; or

(l) authorized any of, or committed or agreed to take any of, the foregoing actions, other than as expressly contemplated hereby.

4.7 Leased Real Property .

(a) Neither Seller nor any of its Subsidiaries or Affiliates own any real property. Schedule 4.7 sets forth the names of the lessee, the address of any parcel of real property leased by Seller or its Subsidiaries or used in the Business (collectively, the “ Leased Real Property ”), and a list of any leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) (collectively, “ Leases ”) for each such Leased Real Property. Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on Schedule 4.7 , with respect to each of the Leases:

(i) such Lease is legal, valid, binding, enforceable and in full force and effect;

(ii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there any no disputes with respect to such Leases;

(iii) neither Seller or its Subsidiaries nor, to the Knowledge of Seller, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;

(iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and

(v) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller or its Subsidiaries, or any Member.

4.8 Assets .

(a) Seller owns good and valid title to, or has a valid leasehold or license interest in, all of the Purchased Assets, free and clear of all Liens and other restrictions of whatever nature, except for (i) Liens described on Schedule 4.8 , (ii) Liens for current property taxes not yet due and payable, and (iii) other imperfections of title, restrictions or encumbrances, if any, which imperfections, restrictions or encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the Purchased Assets to which they relate and do not affect the merchantability of the title to the Purchased Assets to which they relate (items (i), (ii) and (iii) above are collectively referred to herein as the “ Permitted Liens ”).

(b) Except as disclosed on Schedule 4.8 , the Purchased Assets include all of the assets, whether tangible or intangible, real or personal, that are necessary for the conduct of the Business as currently conducted by Seller and as currently contemplated to be conducted by Seller.

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(c) The buildings, improvements, fixtures, machinery, equipment and other tangible assets (whether owned or leased) included in the Purchased Assets are, except for ordinary wear and tear, in good condition and repair and are usable in the ordinary course of business, and all such assets have been installed and maintained in accordance with all applicable laws, regulations and ordinances; except as, in each instance, would not have a Material Adverse Effect.

4.9 Tax Matters . Except as set forth on Schedule 4.9 : (a) Seller has timely filed all fe