ASSET PURCHASE AGREEMENT

Exhibit 2.1

**** Text omitted and filed Separately. Confidential Treatment Requested

Under 17 C.F.R. §§ 200. 80(b)(u) and 240.24b-2.

ASSET PURCHASE AGREEMENT

effective as of

February 1, 2008

by and among

Bankrate, Inc.,

InsureMe, Inc.,

Tim A. McTavish,

Robin L. Paquette,

Michael T. Sajdak,

McTavish Family Irrevocable Trust

and

Paquette Family Irrevocable Trust

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OMITTED EXHIBITS AND SCHEDULES

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated as of February 1, 2008 (the “ Effective Date ”), by and among Bankrate, Inc., a Florida corporation (“ Buyer ”), and InsureMe, Inc., a Colorado corporation (“ Seller ”), Tim A. McTavish, Robin L. Paquette, Michael T. Sajdak, the McTavish Family Irrevocable Trust, and the Paquette Family Irrevocable Trust (each a “ Shareholder ” and collectively, the “ Shareholders ,” along with Buyer and Seller they are sometimes referred to individually as a “ Party ” and collectively as the “ Parties ”).

RECITALS:

A. Seller operates an Internet marketing business which provides various products and services regarding the insurance industry to consumers and insurance agents, including, but not limited to, insurance policy lead generation and processing (the “ Business ”).

B. The Shareholders collectively own 80.976% of the outstanding capital stock of Seller.

C. Buyer desires to purchase certain assets and assume certain Liabilities of the Business from Seller, and Seller desires to sell certain assets and assign certain Liabilities of the Business to Buyer, upon the terms and subject to the conditions set forth in this Agreement, along with the attached Exhibits and Schedules.

NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the parties to this Agreement agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitions .

(a) The following terms, as used in this Agreement, have the following meanings:

“ 1934 Act ” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Accounting Referee ” has the definition set forth in Section 2.8(e).

“ Accounts Receivable ” means all trade receivables, accounts receivable, accrued receivable and notes receivable and other monies receivable relating to or arising out of the Business.

“ Actual Fraud ” means, with respect to any Person, any Person who intentionally misrepresents a material fact based on the actual knowledge of such Person.

“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“ Agreement ” has the definition set forth in the preamble.

“ Allocation Statement ” has the meaning set forth in Section 2.1(b).

“ Ancillary Agreements ” means the Bill of Sale and Assignment and Assumption Agreement, Copyright Assignment, Executive Agreement(s), Escrow Agreement, Lease Assignment, Trademark Assignment, Domain Name Transfer Agreement, and General Release(s) Agreement (as each is defined in this Agreement) and all other agreements and instruments executed in connection thereto or hereto.

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“ Assumed Contracts ” has the meaning set forth in Section 2.2(c).

“ Business ” has the definition set forth in the Recitals.

“ Business Day ” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

“ Business Intellectual Property ” means all Intellectual Property, including but not limited to all intellectual property rights conveyed to Seller under the Business IP Agreements, that is owned, licensed, or held by or on behalf of Seller for use, or that is being, or has been, used, or is currently under development for use, in the Business as it is currently conducted.

“ Business IP Agreements ” means (a) licenses of Intellectual Property by Seller to third parties, (b) licenses of Intellectual Property by third parties to Seller, (c) agreements between Seller and third parties relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking, advertisement or other practices with respect to Internet Web sites and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings concerning the use, validity or enforceability of Business Intellectual Property to which Seller is a party.

“ Business Systems ” has the meaning set forth in Section 4.4(e).

“ Buyer ” has the definition set forth in the preamble.

“ Claims ” means any and all administrative, regulatory or judicial actions, suits, petitions, appeals, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, proceedings, consent orders or consent agreements.

“ Closing Date ” means the date of the Closing.

“ Code ” means the Internal Revenue Code of 1986, as amended, along with any applicable proposed, temporary or final regulations promulgated thereunder.

“ Contemplated Transactions ” has the meaning set forth in Section 2.1(b).

“ Contracts ” shall mean all contracts, agreements, arrangements, undertakings, leases, subleases, licenses, indentures, bonds, notes, mortgages, commitments, sales and purchase orders and other instruments.

“ Customer ” shall mean those customers who have purchased or subscribed for goods or services from Seller or have subscribed for or have been sent or given marketing or sales literature by Seller.

“ Customer Information ” means any and all sales and marketing information of the Customers, including, but not limited to, respective mailing addresses, telephone numbers and email address, credit histories, order histories, and records related to Web site page views.

“ Damages ” means all actual out-of-pocket losses and damages (including, without limitation, reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding, or in enforcing the indemnification provided in Article VIII; provided , however , that exemplary, punitive, consequential, and incidental losses and damages are excluded from this definition of Damages, other than in connection with (i) third party claims and attributable to the Indemnifying Party or (ii) judgments, damages, penalties or fines imposed or assessed as a result of, and related expenses arising out of, non-compliance with applicable laws prior to the Effective Date. For purposes of computing the amount of Damages incurred by any Person, there shall be deducted an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements

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directly or indirectly received by such Person or any of such Person’s affiliates in connection with such Damages or the circumstances giving rise thereto net of premium adjustments with respect to claims based on such insurance policies, excluding self-insurance arrangements, costs of enforcement and deductibles resulting from such insurance claims for such Damages.

“ Domain Names ” shall have the definition set forth in Section 2.2(f).

“ Earn-Out Notice Date ” means either Earn-Out Year One Notice Date or Earn-Out Year Two Notice Date, as applicable.

“ Earn-Out Payment ” means an amount, if any, payable to Seller pursuant to either of Section 2.9(b) and Section 2.9(c) subject to the provisions of Schedule 2.9 .

“ Earn-Out Period ” means either Earn-Out Year One or Earn-Out Year Two, as applicable.

“ Earn-Out Year One ” means the one year period beginning on January 1, 2008.

“ Earn-Out Year One Notice Date ” means February 13, 2009.

“ Earn-Out Year One Target Amount ” means an amount equal to $8,150,000.

“ Earn-Out Year Two ” means the one year period beginning on January 1, 2009.

“ Earn-Out Year Two Notice Date ” means February 12, 2010.

“ Earn-Out Year Two Target Amount ” means an amount equal to $11,850,000.

“ EBITDA ” means, for any Earn-Out Period, (A) the Net Income for such period, as determined in accordance with GAAP, plus (B) to the extent included as a deduction in calculating the Net Income referred to in clause (A) above, the sum of, without duplication, all income tax expense, interest expense (net of interest income (including cash and non-cash items)), amortization expense and depreciation expense, plus (C) to the extent included in calculating the net income or net loss, as the case may be, referred to in clause (A) above, any and all losses that result from the sale of any assets or securities by Buyer or any of its subsidiaries outside the Ordinary Course of Business; minus (D) to the extent included in calculating the net income or net loss, as the case may be, referred to in clause (A) above, any and all income or gain that results from the sale of any assets or securities by Buyer or any of its subsidiaries outside the Ordinary Course of Business; all (meaning clauses (A), (B), (C) and (D)) as reasonably determined by Buyer based on such information (including Buyer’s financial statements) as Buyer deems appropriate.

“ Effective Date ” has the definition set forth in the preamble.

“ Environmental Laws ” mean all federal, state, local and foreign statutes, rules, regulations, and ordinances concerning pollution or protection of the environment or public health or welfare matters.

“ ERISA Affiliate ” has the meaning set forth in Section 2.5(a).

“ Escrow Deposit ” means the sum of $6,500,000, which Buyer will deposit in escrow with the Escrow Agent at the Closing in accordance with Section 2.1(c).

“ Escrow Fund ” means the escrow fund established pursuant to the Escrow Agreement.

“ Excess Year-One EBITDA ” has the meaning set forth in Section 2.9(b).

“ Excluded Assets ” has the meaning set forth in Section 2.3.

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“ Excluded Contracts ” has the meaning set forth in Section 2.3(b).

“ Excluded Liabilities ” has the meaning set forth in Section 2.5.

“ Founders ” shall mean Tim A. McTavish and Robin L. Paquette.

“ GAAP ” means United States generally accepted accounting principles as applied on a basis consistent with the past practice of Seller, except (other than as specified in this Agreement), to the extent applied to post-Effective Date provisions, on the basis consistent with that required by Buyer’s auditor.

“ Government Contracts ” has the meaning set forth in Section 3.6(a)(v).

“ Governmental Body ” means any: (a) nation, state, province, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Body.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Indebtedness ” means indebtedness for borrowed money, whether or not contingent, or any capitalized lease obligation.

“ Insider ” means any stockholder, partner, officer or director (or similar official) of Seller, any Affiliate or natural or adoptive member of the immediate family of any of the foregoing Persons, or any Person in which any of the foregoing Persons directly or indirectly owns any material beneficial interest. The “immediate family” of any individual means such individual’s (and such individual’s present or former spouse’s) grandparents, spouse, siblings, children or grandchildren.

“ Intellectual Property ” means all tangible or intangible proprietary information and materials, including without limitation:

(i) all patents, patent applications and patent disclosures, together with all re-issuances, continuations, continuations-in-part, divisions, revisions, extensions and re-examinations thereof;

(ii) all trademarks, services marks, trade dress, logos, trade names, domain names, Web sites and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith;

(iii) all copyrights and all applications, registrations and renewals in connection therewith;

(iv) all mask works and all applications, registrations and renewals in connection therewith;

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(v) all trade secrets and confidential business information (including, to the extent they qualify as a trade secret or confidential information, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, methods, schematics, technology, technical data, designs, drawings, flowcharts, block diagrams, specifications, customer and supplier lists, customer data, mailing lists pricing and cost information and business and marketing plans and proposals);

(vi) any of the intellectual property described in (i) – (v) above to the extent embodied any of the following:

(1) all Web site content, data, Software, the “look and feel,” design, and organization related thereto;

(2) all books, articles, pamphlets and other publications whether in tangible or electronic form; and

(vii) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereon.

“ Interim Balance Sheet Date ” shall mean December 31, 2007.

“ Key Customer ” has the meaning set forth in Section 3.10.

“ Key Shareholder ” shall mean Michael Sajdak.

“ Landlord ” means Guaranty National Insurance Company, a Colorado corporation.

“ Law ” means any law, statute, rule, regulation, ordinance and other pronouncement having the effect of law of the United States of America, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Body.

“ Lease ” means the Lease between Seller and the Landlord.

“ Liability ” means any liability, claim or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including, but not limited to, any liability for Taxes.

“ Licensed Intellectual Property ” means Intellectual Property licensed to Seller pursuant to the Business IP Agreements.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, encumbrances, right of first refusal or other similar restriction of any kind in respect of such asset, excluding any Permitted Lien.

“ Material Adverse Effect ” when used with respect to the Business or Seller means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with any such other results, occurrences, facts, changes, events or effects, is or would reasonably be expected to be materially adverse to (a) the business, operations, assets, liabilities, financial condition, results of operations, working capital or cash flow of the Business taken as a whole or (b) the ability of Seller or Shareholders to consummate any transaction contemplated by this Agreement or any Ancillary Agreements; provided , that no change, circumstance, effect, event or fact shall be deemed to be a Material Adverse Effect to the extent that it is caused by (i) the execution or public announcement of this Agreement or the Contemplated Transactions, (ii) any change in federal or state law, regulations, policies or

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procedures, or interpretations thereof, GAAP or regulatory accounting requirements applicable or potentially applicable to the industries in which the Business operates, (iii) changes generally affecting the industries in which the Business operates to the extent that such changes do not affect the Business in a substantially disproportionate manner, (iv) the taking of any actions permitted by this Agreement or the Ancillary Agreements, or (v) acts of terrorism, war or other outbreak of hostilities.

“ Material Contract ” has the meaning set forth in Section 3.6(a).

“ Net Income ” means, with respect to the applicable Earn-Out Period and subject to the provisions of Schedule 2.9 , the net income of the Business as operated by Buyer after the Effective Date that is attributable to Purchased Assets plus any additional assets used in the Business post-Effective Date. The capitalized terms set forth on Schedule 2.9 , not otherwise defined, shall have the definitions set forth in this Agreement.

“ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: (a) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; and (b) does not require authorization by the board of directors or stockholders (in their capacity as such) of such Person and does not require any other separate or special authorization of any nature other than routine management authorization.

“ Owned Intellectual Property ” means all Intellectual Property owned by Seller.

“ Party ” and “ Parties ” have the respective definitions set forth in the preamble.

“ Paying Agent ” shall mean the Escrow Agent acting in the capacity of paying agent to the shareholders of Seller.

“ Permit ” means any Governmental Body authorization, license, permit, membership, approval, concession or franchise.

“ Permitted Liens ” means: (a) Liens securing Indebtedness and liabilities disclosed on Seller’s Preliminary Closing Balance Sheet; (b) Liens on Purchased Assets arising by operation of Law and securing the payment of Taxes and utilities that are not yet due or delinquent and payable and Liens for Taxes being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Preliminary Closing Balance Sheet for the foregoing; (c) the lessors’ rights under the Lease; (d) mechanics’, carriers’, workers’, repairers’ and similar and non-consensual Liens arising by operation of Law and relating to obligations that are incurred in the Ordinary Course of Business and which secure only Assumed Liabilities which are not yet due and payable; (e) any zoning and other land use restrictions that are not violated by the current use or occupancy of the Leased Real Property; (f) survey exceptions, utility easements, rights of way and similar agreements, easements, covenants, reservations, restrictions and Liens that are imposed by any Governmental Body having jurisdiction thereon or by Law as disclosed on any title insurance policy, title report, or survey delivered to Buyer prior to the date hereof; (g) other Liens being contested in good faith in the Ordinary Course of Business of Seller and that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (h) any Liens disclosed in the Disclosure Schedules; and/or (i) the licensor’s and sublicensor’s rights under any Business IP Agreements.

“ Person ” means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Post-Closing Tax Period ” means any Tax period (or portion thereof) beginning on or after the Effective Date.

“ Pre-Closing Tax Period ” means any Tax period (or portion thereof) ending before the Effective Date.

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“ Prepaid Expenses and Deposits ” means all security deposits, advances, credits and expenses that are prepaid by Seller and that are used or held for use in, or that arise out of, the operation or conduct of the Business, in each case determined in accordance with GAAP.

“ Preliminary Closing Balance Sheet ” means the Interim Balance Sheet.

“ Property Tax ” means a real property tax (other than a real property transfer tax), a personal property tax and any other ad valorem tax imposed by any Governmental Body upon Seller or Seller’s assets by reason of Seller’s ownership thereof.

“ Publicly Available Software ” shall mean any Software that requires as a condition of its use, modification, and/or distribution that such Software or other Software incorporated into or derived from such Software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no or minimal charge. Publicly Available Software includes Software licensed or distributed pursuant to the GNU General Public License (GPL) or the Lesser/Library GPL (LGPL).

“ Purchased Assets ” has the meaning set forth in Section 2.2.

“ Required Consent ” has the meaning set forth in Section 3.1(b).

“ Representatives ” of a Person shall include:

(i) such Person’s affiliates, shareholders, directors, officers, employees, agents, attorneys, accountants, and representatives; and

(ii) all shareholders, directors, officers, employees, agents, attorneys, accountants, and representatives of each of such Person’s affiliates.

“ Seller ” has the definition set forth in the preamble.

" Seller Material Representations " has the meaning set forth in Section 8.1(a).

“ Seller Parties ” means Seller and the Shareholders.

“Seller’s Knowledge, ” “ Known to Seller ” and words of similar import mean the actual knowledge that each of the Shareholders, or Seller’s officers and directors possess or is aware of or the knowledge that a reasonably prudent Person, in such Person’s capacity as a shareholder, officer, employee or member of a board of directors, would reasonably be expected to discover or otherwise become aware of in the course of conducting a commercially reasonable investigation concerning the existence of such fact or other matter.

“ SEO Methods ” has the meaning set forth in Section 2.2(i).

“ Shareholder ” and “ Shareholders ” have the respective definitions set forth in the preamble.

“ Site ” has the meaning set forth in Section 2.2(h).

“ Site Content ” has the meaning set forth in Section 2.2(h).

“ Software ” means computer software, programs and data in any form, including Internet web sites, web content and links, source code, object code, operating systems, specifications, data, databases, database management code, utilities, graphical user interfaces, menus, images, icons, forms, methods of processing, software engines, platforms and data formats, all versions, updates, corrections, enhancements and modifications thereof, and all related documentation, developer notes, comments and annotations.

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“ Tangible Personal Property ” has the meaning set forth in Section 3.3(a).

“ Tax ” means any federal, state, local or foreign net income, alternative or add-on minimum, gross income, gross receipts, sales, use, value-added, franchise, capital, paid-up capital, profits, lease, service, transfer, bulk sales, greenmail, license, withholding, estimated, payroll, employment, excise, severance, stamp, occupation, premium, environmental or windfall profit tax, customs duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever (including liability for Taxes imposed on another Person, whether incurred or borne as a transferee or successor or by contract or otherwise), but not including any Property Tax; together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax.

“ Tax Benefit ” means any refund, credit or other reduction in otherwise required Tax payments.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Transfer Taxes ” has the meaning set forth in Section 6.8(c).

(b) Definitions for the other defined terms used herein are set forth in this Agreement.

(c) In this Agreement, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes each other gender;

(iii) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(iv) reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(v) “hereunder,” “hereof,” “hereto,” “herein” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(vii) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

(viii) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

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(d) Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP, as defined herein.

(e) All references to “Dollars” or “$” shall mean U.S. Dollars unless otherwise specified.

ARTICLE II

PURCHASE AND SALE AND CLOSING

2.1 Purchase Price .

(a) Purchase Price . The purchase price to be paid by Buyer to Seller for the Purchased Assets is (i) $65,000,000 in cash, and (ii) the assumption of the Assumed Liabilities (the “ Purchase Price ”), plus any additional payments pursuant to Section 2.8 and Section 2.9, all subject to adjustment pursuant to the terms and conditions of this Agreement. The Purchase Price, less the Escrow Deposit, shall be paid by Buyer to Seller at Closing by wire transfer in immediately available funds to an account designated by Seller.

(b) Allocation of Purchase Price . Schedule 2.1(b) to this Agreement (the “ Allocation Statement ”) sets forth an allocation of the Purchase Price among the Purchased Assets in a manner that has been mutually agreed to by the Parties and that complies with Section 1060 of the Code. The Parties recognize and agree that in the course of preparing such Allocation Statement they have, among other things, specifically allocated an appropriate portion of the Purchase Price to the restrictions set forth in Article VI of this Agreement on each of the Shareholders and contained in each of the Founders and Key Shareholder’s employment agreements as set forth in Exhibit C to this Agreement. The Parties also recognize and agree that any subsequent payments that may be made by either Buyer or Seller pursuant to Section 2.8 of this Agreement will have the effect of either increasing or decreasing the amount to be allocated among the Purchased Assets, and that within ten (10) days of the making of any payments under Section 2.8 of this Agreement any such increase or decrease will be reflected on a mutually agreed upon amended Allocation Statement, prepared by Buyer and delivered to Seller, with any disputes resolved according to the process set forth in Section 2.8, by using principles that are consistent with the original Allocation Statement. The Parties further recognize and agree that any subsequent payments that may be made by Buyer pursuant to Section 2.9 of this Agreement will have the effect of increasing the amount to be allocated among the intangible Purchased Assets (namely, Seller’s goodwill or going-concern value that constitute Class VII assets under Section 1060 of the Code), and that within ten (10) days of Buyer’s making of any payments under Section 2.9 any such increase will be reflected on a mutually agreed upon amended Allocation Statement, prepared by Buyer and delivered to Seller, with any disputes resolved according to the process set forth in Section 2.8, by specifically allocating such increase to Seller’s Class VII assets and otherwise using principles that are consistent with the original Allocation Statement. The Parties acknowledge that the allocations set forth on the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report the allocation of the Purchase Price among the Purchased Assets in a manner that is entirely consistent with the Allocation Statement and agree

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to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Form 8594 with a federal income Tax Return for the taxable year that includes the Effective Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, the “ Contemplated Transactions ”), Buyer and Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any supplemental statements or subsequent amendments to such initial Forms 8594 that may be filed by Buyer and Seller as a result of any payments that may be made pursuant to Section 2.8 or Section 2.9 of this Agreement or otherwise.

(c) Escrow Deposit . At or prior to the Closing, Seller and Buyer shall enter into an escrow with Wells Fargo Bank, N.A., a national banking association (the “ Escrow Agent ”) in substantially the form attached hereto as Exhibit A (the “ Escrow Agreement ”). On the Closing Date, Buyer shall deliver the Escrow Deposit to the Escrow Agent by wire transfer of immediately available funds to an account to be administered by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement (the “ Escrow Account ”).

2.2 Purchase and Sale . Upon the terms and subject to the conditions of this Agreement, Buyer shall purchase from Seller and Seller shall sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer at Closing, but effective as of the Effective Date, all of Seller’s right, title, and interest in, to, and under all of its assets, properties and business, of every kind and description, wherever located, real, personal or mixed, as the same shall exist at the Effective Date, other than the Excluded Assets, including, without limitation, all right, title and interest of Seller, to and under, each of the foregoing as more specifically described below (the “ Purchased Assets ”):

(a) all personal property and interests therein used by Seller or held by Seller for use in connection with the Business, including furniture, office equipment, communications equipment, computers, servers, software and other tangible property;

(b) all supplies and other inventories, if any, wherever situated used by Seller or held by Seller for use in connection with the Business;

(c) all rights under the Contracts, used by Seller or held by Seller for use in connection with the Business, other than the Excluded Contracts (collectively, the “ Assumed Contracts ”);

(d) all Accounts Receivable;

(e) all Prepaid Expenses and Deposits;

(f) all of the Business Intellectual Property, including without limitation the trademarks and names used in the Business listed on Schedule 2.2(f)(i) , the logos listed on Schedule 2.2(f)(ii) , the domain names of Seller, including those Web sites listed on Schedule 2.2(f)(iii) (the “ Domain Names ”);

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(g) all transferable Permits held by Seller affecting, or relating in any way to, the Business, including without limitation the items listed on Schedule 3.1 ;

(h) all materials, content, property and interests used by Seller and/or necessary for the operation and maintenance of the Web sites owned by Seller (collectively, the “ Sites ”), including, without limitation, all content on the Sites, tools, testimonials, and calculators owned or licensed by Seller for use on the Sites (collectively, the “ Site Content ”);

(i) all books, records, files and papers, whether in hard copy or computer format used by Seller or held by Seller for use in connection with the Business, including, without limitation, accounting and contract records, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former Customers, Customer Information, Internet traffic records, files, logic and search engine optimization analysis and methods (“ SEO Methods ”), all databases, mailing lists and related information pertaining to prospective Customers, personnel and employment records, and all information relating to Taxes imposed on or with respect to the Business or the Purchased Assets and all telephone and fax numbers related to the Business, it being understood that Seller may retain copies of all books, records, files and papers solely for Seller’s use in connection with the filing of Tax Returns, enforcement of its rights under the Contemplated Transactions, and other required obligations of Seller; and

(j) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Buyer is the successor to the Business.

2.3 Excluded Assets . Buyer expressly understands and agrees that the following assets, properties and rights of Seller identified on the attached Schedule 2.3 (the “ Excluded Assets ”) shall be excluded from the Purchased Assets:

(a) all rights of Seller and the Shareholders under this Agreement and the Ancillary Agreements, any agreement entered into between Seller and any of the employees of Seller in connection with the Contemplated Transactions, including but not limited to, those agreements listed on Schedule 2.3(a) ;

(b) all Contracts set forth on Schedule 2.3(b) (collectively, the “ Excluded Contracts ”) and all rights of Seller thereunder;

(c) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance and existence of Seller as a company;

(d) any records relating to Excluded Assets, Excluded Liabilities and related matters (including all Tax Returns and financial statements of Seller), and any work papers or materials in the possession of Seller or any of their Affiliates or any of their respective shareholders, members, officers, directors, employees, agents or attorneys relating to the evaluation and consideration by Seller of the Contemplated Transactions or the sale of assets of Seller or the Business to other Persons, or all personnel records and other records that Seller is required by Law to retain in their possession or is not permitted under Law to provide to Buyer;

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(e) all cash and cash equivalents included in the Final Net Working Capital in excess of the Base Net Working Capital;

(f) all rights, claims, counterclaims, credits, causes of action and rights of set-off against third parties to the extent relating primarily to the Excluded Assets or the Excluded Liabilities;

(g) for clarity, all bank accounts of Old IM Co. as set forth on Schedule 2.3(g) ; and

(h) all rights of Seller (or its shareholders) to receive Tax refunds, credits or similar payments attributable to Taxes that are Excluded Liabilities.

2.4 Assumption of Liabilities . Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective as of the Effective Date, to assume and shall thereafter pay, perform and otherwise discharge in accordance with their respective terms and subject to the respective conditions thereof, only the following Liabilities (the “ Assumed Liabilities ”):

(a) all Liabilities of Seller arising on or after the Effective Date under (i) the Contracts set forth on Schedule 2.4(a) (other than Liabilities attributable to any failure by Seller to comply with the terms thereof);

(b) the current Liabilities of Seller as of immediately prior to the Effective Date incurred in the Ordinary Course of Business to the extent included in, and in an amount not to exceed the amount set forth with respect to, such current Liabilities in the final determination of the Closing Net Working Capital;

(c) Liabilities arising in the Ordinary Course of Business set forth on Schedule 2.4(c) ;

(d) Seller’s Liability to provide vacation and vacation pay to the Transferred Employees in the Ordinary Course of Business, but only to the extent of the reserve shown on the Closing Balance Sheet;

(e) all Liabilities relating to Transfer Taxes subject to Section 6.8(c);

(f) all Liabilities relating to pro rated Property Taxes as described in Section 6.8(b); and

(g) all Liabilities resulting from the ownership of the Purchased Assets and the operation of the Business by Buyer that arise on or after the Effective Date.

2.5 Excluded Liabilities . Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its business and assets) or the Business of whatever nature whether presently in existence or arising or asserted hereafter, including but not limited to, any debt owed to any party and all such other Liabilities shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such Liabilities not being assumed are referred to as the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, the following Liabilities of Seller shall be Excluded Liabilities for the purpose of this Agreement, all Liabilities:

(a) relating to or arising under or in connection with any Plan, any “employee benefit plan” (as each is defined herein), or any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ ERISA Affiliate ”) or with respect to which Seller or any ERISA Affiliate has any Liability, including but not limited to, any accrued obligations owed or owing to any Person, including but not limited to, the employee benefits listed on Schedule 2.5(a) ;

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(b) pertaining to the pre-Effective Date employment or service with, or termination from employment or service from, Seller or any ERISA Affiliate, of any individual;

(c) relating to any claims (whether asserted before or after the Effective Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Effective Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract to which Seller is party, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer and Seller notwithstanding the presence of such a provision;

(d) arising under product warranty of Seller with respect to any products, merchandise or services of the Business sold or rendered prior to the Effective Date; it being understood and agreed that any such claim or Liability asserted on or after the Effective Date arising out of any such sale or service prior to the Effective Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer;

(e) of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the Effective Date regardless of when said claim or Liability is asserted;

(f) of Seller arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on or prior to the Effective Date;

(g) arising under any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Effective Date;

(h) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Effective Date (whether asserted or commenced before or after the Effective Date);

(i) arising out of the Excluded Assets;

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(j) with respect to Indebtedness of Seller or dividends payable by Seller whether incurred or accrued before or after the Effective Date;

(k) relating to the capital stock of Seller or the partnership interests, membership interests or any shareholder or partnership operating agreements to which Seller is party;

(l) relating to obligations of Seller under this Agreement or any Transaction Document;

(m) relating to claims or items set forth on Schedule 3.5 ;

(n) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date;

(o) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities);

(p) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or Lease or that constitute Assumed Liabilities;

(q) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection with Seller’s sale of the Business, including, all amounts payable to Holme Roberts & Owen LLP, to St. Charles Capital or any of their respective Affiliates and all amounts payable in connection with any employee transaction bonuses;

(r) any amounts payable to any Affiliate of Seller; and

(s) without limitation by the specific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

2.6 Assignment of Contracts and Rights .

(a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder.

(b) In the event any such consent is not obtained on or before the Closing Date, the Parties to this Agreement will use commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of any other Person to any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may reasonably request. If such consent is not obtained, or if an attempted

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assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, the Parties will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or subleasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations and all costs of enforcement, any and all rights of Seller against a third party thereto.

(c) Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, including but not limited to, any payments in connection with any Accounts Receivable, except to the extent the same represents an Excluded Asset. Buyer will promptly pay to Seller when received all monies received by Buyer under any Excluded Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents a Purchased Asset.

2.7 Closing . The closing (the “ Closing ”) of the Contemplated Transactions shall take place via facsimile or electronic mail on February 5, 2008 (the “ Closing Date ”), or at such other time or place as Buyer and Seller may agree. At the Closing:

(a) Deliverables to Buyer . Buyer shall have received copies of the following documents:

(i) the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit B (the “ Bill of Sale and Assignment and Assumption Agreement ”) executed by Seller;

(ii) the Executive Agreement in the form attached hereto as Exhibit C (the “ Executive Agreement ”) executed by each of the Founders and Key Shareholder;

(iii) the Escrow Agreement executed by Seller and Escrow Agent;

(iv) the Copyright Assignment in the form attached hereto as Exhibit D (the “ Copyright Assignment ”) executed by Seller;

(v) the Trademark Assignment in the form attached hereto as Exhibit E (the “ Trademark Assignment ”) executed by Seller;

(vi) the Domain Name Transfer Agreement in the form attached hereto as Exhibit F (the “ Domain Name Transfer Agreement ”) executed by Seller;

(vii) the Assignment and Assumption of Lease in the form attached hereto as Exhibit G (the “ Lease Assignment ”) executed by Seller and the Landlord;

(viii) the General Release Agreement in the form attached hereto as Exhibit H (the “ General Release Agreement ”) executed by each Shareholder and Seller;

(ix) Schedules to this Agreement;

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(x) an opinion of Seller’s counsel reasonably satisfactory to Buyer;

(xi) certificate issued by the Secretary of State of Colorado as to Seller’s legal existence and good standing;

(xii) certificate issued by the Secretary of State of Colorado certifying Seller’s Amended and Restated Articles of Incorporation;

(xiii) certificates of an appropriate officer of Seller as to the incumbency and signatures of Seller’s officers executing this Agreement and the Ancillary Agreements;

(xiv) copies of the resolutions duly adopted by the board of directors of Seller and Shareholders authorizing Seller to enter into and perform this Agreement and the Ancillary Agreements, and to consummate the Contemplated Transactions certified by an appropriate officer of Seller;

(xv) the Amended and Restated Bylaws and Amended and Restated Articles of Incorporation of Seller certified by a proper officer of Seller as in full force and effect on and as of the Closing Date;

(xvi) the Preliminary Closing Balance Sheet;

(xvii) the consents listed on Schedule 2.7(a)(xvii) ;

(xviii) a certificate of non-foreign status (in a form reasonably acceptable Buyer) pursuant to Section 1.1445-2(b)(2) of the Code; and

(xix) all other agreements, certificates, instruments and documents reasonably requested by Buyer in order to fully consummate the Contemplated Transactions and carry out the purposes and intent of this Agreement.

(b) Deliverables to Seller . Seller, shall have received each of the following:

(i) the Purchase Price less the Escrow Deposit (which shall be delivered to Escrow Agent by Buyer);

(ii) the Assignment and Assumption Agreement executed by Buyer;

(iii) the Executive Agreement for each of the Founders executed by Buyer;

(iv) the Domain Name Transfer Agreement executed by Buyer;

(v) the Trademark Assignment executed by Buyer;

(vi) the Copyright Assignment executed by Buyer;

(vii) the Lease Assignment executed by Buyer and the Landlord;

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(viii) the Escrow Agreement executed by Buyer and Escrow Agent;

(ix) each General Release Agreement executed by Buyer;

(x) confirmation of receipt, by the Escrow Agent, of $6.5 million;

(xi) confirmation of receipt, by Paying Agent, of $58.5 million; and

(xii) all other agreements, certificates, instruments and documents reasonably requested by Seller in order to fully consummate the Contemplated Transactions and carry out the purposes and intent of this Agreement.

2.8 Purchase Price Adjustment .

(a) General . After the Closing, as an adjustment to the Purchase Price, if any,

(i) if Final Net Working Capital is a larger negative number than Base Net Working Capital by more than $25,000, then the Purchase Price shall be reduced by the amount by which Base Net Working Capital exceeds Final Net Working Capital, less $25,000 (the “ Post-Closing Adjustment Decrease Amount ”), and within ten (10) Business Days following the determination of Final Net Working Capital in accordance with Section 2.8(b), Buyer shall deliver an instruction to the Escrow Agent, with a copy to Seller, to distribute from the Escrow Account to Buyer, the Post-Closing Adjustment Decrease Amount from the Escrow Account by wire transfer of immediately available funds to the account or accounts designated by Buyer in such instructions; and

(ii) if Final Net Working Capital is a positive number or a smaller negative number than Base Net Working Capital by more than $25,000, then the Purchase Price shall be increased by the amount by which Final Net Working Capital exceeds Base Net Working Capital, less $25,000 (the “ Post-Closing Adjustment Increase Amount ”), and within ten (10) Business Days following the determination of Final Working Capital Amount in accordance with Section 2.8(b), Buyer shall deliver or cause to be delivered to Seller the Post-Closing Adjustment Increase Amount by wire transfer of immediately available funds.

(b) Definitions . The following terms, as used herein, have the following meanings:

“ Base Net Working Capital ” means negative One Hundred Ninety-Five Thousand Three Hundred Seventy-One and 96/100 Dollars (-$195,371.96).

“ Closing Balance Sheet ” means a balance sheet for the Business as of the close of business on the day immediately preceding the Effective Date that is prepared in accordance with GAAP as in effect on the day immediately preceding the Effective Date.

“ Closing Net Working Capital ” means the (i) current assets (as determined in accordance with GAAP as in effect on the day immediately preceding the Effective Date) of the Business (excluding cash, cash equivalents, any inter and intra company accounts, notes and other receivables from Seller and any of its Affiliates, and all other Excluded Assets), (ii) less the current Liabilities (as determined in accordance with GAAP as in effect on the day immediately preceding the Effective Date) of the Business (excluding any indebtedness for borrowed money, any accounts payable not assumed by Buyer and all other Excluded Liabilities), all as of the close of business on the day immediately preceding the Effective Date.

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“ Final Net Working Capital ” means Closing Net Working Capital (i) as shown in Seller’s calculation delivered pursuant to Section 2.8(c) if no timely Objection Notice with respect thereto is delivered by Buyer to Seller pursuant to Section 2.8(d) or (ii) if such Objection Notice is delivered by Buyer to Seller, (A) as agreed by Seller and Buyer pursuant to Section 2.8(e) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.8(e).

(c) Preparation of Closing Balance Sheet . As promptly as practicable after the Closing Date, Seller (with the assistance of Buyer to the extent requested by Seller) will cause the Closing Balance Sheet to be prepared in accordance with GAAP as in effect on the day immediately preceding the Effective Date and will prepare a calculation of Closing Net Working Capital based on such Closing Balance Sheet setting forth its calculation of Closing Net Working Capital in accordance with the example set forth Schedule 2.8(c) . As promptly as practicable, but no later than ninety (90) days, after the Closing Date or such later date as Seller and Buyer agree, Seller will cause the Closing Balance Sheet, together with its certificate, to be delivered to Buyer.

(d) Disagreement by Buyer . If Buyer disagrees with Seller’s calculation of Closing Net Working Capital, Buyer may, within twenty (20) days after receipt of the documents referred to in Section 2.8(c), deliver a notice to Seller disagreeing with such calculation and setting forth Buyer’s calculation of the Closing Balance Sheet and Closing Net Working Capital (an “ Objection Notice ”). Any Objection Notice shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Closing Net Working Capital delivered by Seller pursuant to Section 2.8(c).

(e) Dispute Resolution .

(i) If an Objection Notice shall have been timely delivered by Buyer to Seller pursuant to Section 2.8(d), Seller and Buyer shall, during the twenty (20) days following such delivery, use reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Closing Net Working Capital, which amount shall not be less than the amount shown in Seller’s calculation thereof delivered pursuant to Section 2.8(c) nor more than the amount shown in Buyer’s calculation thereof delivered pursuant to Section 2.8(d). If, during such period, Seller and Buyer are unable to reach agreement, then the disputed items shall be resolved by Ernst & Young, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized accountants having no material relationship with any Party and reasonably acceptable to both Seller and Buyer (the “ Accounting Referee ”).

(ii) Buyer and Seller shall jointly instruct the Accounting Referee that it (1) shall act as experts in accounting, and not as arbitrators, to resolve, in accordance with GAAP as in effect on the day immediately preceding the Effective Date, only the matters specified in any timely delivered Objection Notice that remain in dispute, (2) shall adjust the calculation of Closing Net Working Capital based thereon to reflect such resolution, (3) may not determine an amount of Closing Net Working Capital in excess of that claimed by Seller or less

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than that claimed by Buyer, and (4) shall deliver to Buyer and Seller a written decision as promptly as practicable and in any event within seventy-five (75) days following the submission of the matters that remain in dispute to the Accounting Referee for resolution. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation.

(iii) Each Party agrees to execute, if requested by the Accounting Referee, a reasonable engagement letter. The cost of such review and report (including any retainer) shall be borne (1) by Buyer if Seller’s calculation of Closing Net Working Capital is closer to Final Net Working Capital than Buyer’s calculation thereof, (2) by Seller if the reverse is true and (3) otherwise equally by Buyer and Seller. However, initially, any retainer charged by the Accounting Referee shall be paid 50% by Buyer and 50% by Seller.

(iv) All determinations made by the Accounting Referee shall be final, conclusive and binding on the Parties, and the Closing Net Working Capital, as modified by the determination of the Accounting Referee, shall be deemed to be the Final Net Working Capital.

(f) Cooperation . Seller and Buyer will, and will cause their respective independent accountants to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Net Working Capital and in the conduct of the audits and reviews referred to in this Section 2.8, including without limitation the making available to the extent necessary of books, records, work papers and personnel. Notwithstanding any unresolved dispute pending between Buyer and Seller pursuant to Section 2.8(e) regarding the Closing Net Working Capital, to the extent that Buyer and Seller agree on portions of the Closing Net Working Capital, such that some amount is known to be owed from one party to the other, Seller and Buyer agree to pay, pursuant to Section 2.8(a), without reservation or delay, any amounts that are not the subject of a good faith dispute pursuant to Section 2.8(e).

2.9 Earn-Out Payments .

(a) Earn-Out Determination .

(i) After each Earn-Out Period, but in no event later than the Earn-Out Notice Date after each such Earn-Out Period, Buyer shall deliver to Seller the following:

(1) a written statement setting forth the proposed calculation of EBITDA for such Earn-Out Period setting forth in detail the calculations thereof, together with supporting schedules as applicable or as reasonably requested by Seller (the “ Proposed EBITDA ”); and

(2) subject to Section 8.5, by wire transfer of immediately available funds, the Earn-Out Payment calculated pursuant to Section 2.9 and based on such Proposed EBITDA calculation for such Earn-Out Period.

(ii) If Seller disagrees in any respect with Buyer’s calculation of the Proposed EBITDA, Seller shall deliver a dispute notice (the “ Dispute Notice ”) to Buyer within thirty (30) days of receiving the Proposed EBITDA for the applicable Earn-Out Period.

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(iii) If Seller does not deliver a Dispute Notice to Buyer within thirty (30) days of receiving the Proposed EBITDA for the applicable Earn-Out Period, then the Proposed EBITDA for such Earn-Out Period shall be the EBITDA for the applicable Earn-Out Period.

(iv) If Seller does deliver a Dispute Notice to Buyer (which Dispute Notice must set forth, in reasonable detail, (x) the items and amounts in dispute and an alternative amount for each such disputed item and (y) a calculation by Seller of the EBITDA for such Earn Out Period) within such 30-day period commencing on the date that Seller receives the Proposed EBITDA from Buyer, Buyer and Seller will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the Dispute Notice from Seller.

(v) The only basis on which Seller may dispute any matter in the Proposed EBITDA are: (1) the inaccuracy of such matter, whether factually or numerically, or (2) the Proposed EBITDA, or any element thereof, or both, are not prepared as provided in this Agreement.

(vi) If Buyer and Seller do not obtain a final resolution within the 30-day period commencing on the date Buyer receives a Dispute Notice from Seller, then the items in dispute shall be submitted immediately to the Accounting Referee. Buyer and Seller shall jointly instruct the Accounting Referee that it (1) shall act as experts in accounting, and not as arbitrators, to resolve, in accordance with GAAP and this Agreement, only the matters specified in any timely delivered a Dispute Notice that remain in dispute, (2) shall adjust the calculation of Proposed EBITDA for such Earn-Out Period based thereon to reflect such resolution, (3) may not determine an amount of EBITDA for such Earn-Out Period in excess of that claimed by Seller or less than that claimed by Buyer, and (4) shall deliver to Buyer and Seller a written decision of its calculation of EBITDA as promptly as practicable and, in any event, within seventy-five (75) days following the submission of the matters that remain in dispute to the Accounting Referee for resolution. Each Party agrees to execute, if requested by the Accounting Referee, a reasonable engagement letter. The cost of such review and decision by the Accounting Referee (including any retainer) shall be borne (x) by Buyer if Seller’s calculation of Proposed EBITDA for such Earn-Out Period is closer to the EBITDA for such Earn-Out Period than Buyer’s calculation of the Proposed EBITDA, or (y) by Seller if the reverse is true. However, initially, any retainer charged by the Accounting Referee shall be paid 50% by Buyer and 50% by Seller. All determinations made by the Accounting Referee shall be final, conclusive and binding