ASSET PURCHASE AGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this “ Agreement ”), dated as of October 1, 2009 (the “ Agreement Date ”), is by and among (i) American Processing Company, LLC, a Michigan limited liability company (d/b/a NDeX) (the “ Buyer ”), (ii) Dolan Media Company, a Delaware corporation (“ DMC ” and, together with the Buyer, the “ Buying Parties ” and each a “ Buying Party ”), (iii) James E. Albertelli, P.A., a Florida professional association d/b/a “Albertelli Law” (“ Albertelli Florida ”), (iv) The Albertelli Firm, P.C., a Georgia professional corporation (“ Albertelli Georgia ”), (v) Albertelli Title, Inc., a Florida corporation (“ Albertelli Title ,” and together with Albertelli Florida and Albertelli Georgia, the “ Sellers ” and each a “ Seller ”), and (vi) James E. Albertelli, an individual (“ Albertelli ,” and together with the Sellers, the “ Selling Parties ” and each a “ Selling Party ”). Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 9.12 .

RECITALS

A. In addition to providing Legal Services to its clients, Albertelli Florida and Albertelli Georgia are engaged in the business of providing foreclosure, bankruptcy and eviction processing and related services to their respective clients in connection with the foreclosure of residential (but not commercial) real estate (the “ Foreclosure Related Business ”).

B. Albertelli Title is engaged in the business of obtaining title evidence, examining title and preparing title summary reports (the “ Title Business ,” and together with the Foreclosure Related Business, but excluding any activities involving the Practice of Law, the “ Business ”).

C. Subject to the terms and conditions set forth herein, the Sellers desire to sell and assign to the Buyer, and the Buyer desires to purchase from the Sellers, all of the assets (other than the Excluded Assets) used by the Sellers in the Business.

D. Albertelli owns all of the issued and outstanding capital stock of Albertelli Florida and Albertelli Georgia and will benefit substantially from the consummation of the Transaction and accordingly has agreed to become a party to this Agreement.

AGREEMENT

In consideration of the mutual covenants of the parties hereto set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE PURCHASED ASSETS

1.1 Transfer of Assets .

(a)  Purchased Assets . Pursuant and subject in all respects to the terms and conditions herein set forth and in reliance upon the respective representations and warranties of the parties hereto set forth herein or in any document delivered pursuant hereto, at the Closing, the Sellers shall sell, transfer and deliver to the Buyer, free and clear of all Liens, and the Buyer shall purchase from the Sellers, all of each Seller’s right, title and interest in and to the Business and all of the Sellers’ right, title and interest in the assets used in connection with the operation of the Business (other than the Excluded Assets), wherever located and whether or not all or any of said assets appear on or are reflected upon the Sellers’ books, records or financial statements (collectively, the “ Purchased Assets ”), including, but not limited to, the following:

(i)  Movable/Tangible Personal Property . All equipment and machinery, furniture, computer hardware and software, printers, office furniture and equipment and other similar personal or movable property of the Sellers used in connection with the operation of the Business, including the personal property listed on Schedule 1.1(a)(i) ;

(ii)  Intangible Assets . All intangible assets used in connection with the operation of the Business, including, but not limited to, all “know how,” production methods and techniques of the Sellers relating to the Business;

(iii)  Assumed Contracts . All rights and benefits that any of the Sellers may have under the Contracts used in connection with the operation of the Business listed on Schedule 1.1(a)(iii) and all other non-material Contracts not listed on Schedule 1.1(a)(iii) but used in connection with the operation of the Business and entered into in the ordinary course of business consistent with past custom and practice (the “ Assumed Contracts ”);

(iv)  Assumed Proprietary Rights . All Proprietary Rights used in connection with the operation of the Business, including Software, Third Party Software, Documentation relating to all of the foregoing, all prior versions, derivations and enhancements of all of the foregoing, and all income, licenses, and other rights and assets arising therefrom or related thereto at any time, but excluding all Proprietary Rights included in the definition of Excluded Assets (collectively, the “ Assumed Proprietary Rights ”);

(v)  Records . All records and files (in all media) of the Sellers used in connection with the operation of the Business, including sales and purchase correspondence, customer and supplier lists, books of account, financial records and employment records (collectively, the “ Business Records ”); provided , however , that the Sellers may retain one copy thereof in their discretion, but subject to their compliance with Section 8.6(c) hereof;

(vi)  Governmental Authorizations . All rights of any of the Sellers, to the extent assignable, in and to the Governmental Authorizations, issued or granted to, or otherwise held by, any of the Sellers in connection with the Business;

(vii)  Claims . All causes of actions, claims, warranties, guarantees, refunds (other than Income Tax refunds), covenants, indemnities and the like, all rights of recovery and set-off of every kind and character of any of the Sellers related to the Business and all rights and claims against vendors of Purchased Assets transferred hereunder;

(viii)  Goodwill . All goodwill associated with the Business and the Purchased Assets, along with the right of the Buyer to hold itself out as the successor of each of the Sellers in the conduct of the Business; and

(ix)  Other Assets . All other properties and assets owned by the Sellers and used in connection with the operation of the Business, whether or not of a type falling within any of the categories of assets or properties described above, unless specifically forming part of the Excluded Assets.

(b)  Excluded Assets . Notwithstanding the foregoing, the following assets of the Sellers are retained by the Sellers, do not constitute Purchased Assets and are expressly excluded from the purchase and sale contemplated by this Agreement (collectively, the “ Excluded Assets ”):

(i)  Records . Each of the Sellers’ formal corporate records, including governing documents, minute books, stock books and other records having exclusively to do with the corporate organization of such Seller and such Seller’s Income Tax returns, financial statements and related information (except as such financial statements or related information pertain to the Business), and one copy of the Business Records as provided in Section 1.1(a)(vi) ;

(ii)  Securities . All of the capital stock of the Sellers and all ownership interests of any of the Sellers in any other Person;

(iii)  Agreement Rights . The Sellers’ rights pursuant to or under this Agreement and the Transaction Documents;

(iv)  Cash and Marketable Securities . All cash, cash equivalents, bank accounts, negotiable instruments and marketable securities of the Sellers;

(v)  Employee Benefit Plans . Each Employee Benefit Plan and all moneys, rights and other assets (including any insurance policy, annuity contract or trust) maintained under, pursuant to, or in direct connection with, any Employee Benefit Plan;

(vi)  Assets of Legal Practice . All assets, tangible or intangible, utilized by Albertelli Florida and Albertelli Georgia solely in their provision of Legal Services, including all associated Contracts, Proprietary Rights, Software, Third Party Software, Websites, logos, marketing materials, records, work product and files (including client files) and the personal property listed on Schedule 1.1(b)(vi) , including all personal computers, equipment and other furniture in individual attorneys’ and staff offices and cubicles that are used by attorneys and staff who will continue to be employees of the Sellers after the Closing;

(vii)  Personal Items . All artwork, photographs and personal items owned by Albertelli or by employees of the Sellers, whether or not located on the Leased Real Property, and any vehicles owned by the Sellers;

(viii)  Prepaids . Any Income Tax deposits, Income Tax refunds, prepaid Income Taxes, security deposits, prepaid rent, utility deposits and other similar prepaid assets of the Sellers;

(ix)  Corporate Names . All rights, title and interests in the trade names used by the Sellers prior to the Closing, including those using the phrases “Albertelli,” “Albertelli Law” and “Albertelli Title;” provided , however , that each Non-Compete Party acknowledges and agrees that any use of the phrase “Albertelli Title” during the Restricted Period shall constitute a violation of Section 8.6(b) hereof;

(x)  Excluded Proprietary Rights . All right, title and interest (including all Proprietary Rights) in (A) the Sellers’ Websites, (B) the web-based portal under development by Albertelli and his Affiliates to allow borrowers to be evaluated for loss mitigation opportunities and related software known as “PREO” (the “ PREO Software ”), (C) the web-based portal and software system under development by Albertelli and his Affiliates to provide for online bidding on properties included in foreclosure proceedings known as “REO2GO” (the “ REO2GO Software ”), (D) all derivations and enhancements of the foregoing, (E) all income, licenses, and other rights and assets arising therefrom or related thereto at any time and (F) any documents or solutions generated by the PREO Software and the REO2GO Software;

(xi)  PREO, LLC and REO2GO, LLC . All assets of PREO, LLC and REO2GO, LLC, each an Affiliate of the Sellers not involved in the operation of the Business as historically conducted;

(xii)  Real Property . All real property owned by the Sellers, including, but not limited to, Albertelli Title’s ownership interest in the Jacksonville Property;

(xiii)  Receivables . All notes and accounts receivable of the Business as of the Closing Date, including all trade and other accounts and moneys receivable.

(xiv)  Promissory Notes . All promissory notes due to any of the Sellers from (A) Albertelli, (B) Aasent Mortgage Corporation, a Georgia corporation, (C) William Grand, a Georgia resident, (D) Paramount Portfolio Management, LLC, a Florida limited liability company, and (E) Paramount Portfolio Management II, LLC, a Florida limited liability company, together with all equity interests of the Selling Parties and their Affiliates in any Person; and

(xv)  Contracts not Assumed . All rights and benefits that the Sellers may have in any Contracts that are not Assumed Contracts.

1.2 Assumption of Liabilities .

(a)  Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing the Buyer shall assume and agree to perform, pay and discharge when due the Liabilities and obligations of the Sellers that arise in connection with the operation of the Business after the Effective Time (collectively, the “ Assumed Liabilities ”), including, but not limited to, Liabilities and obligations of the Sellers that arise in connection with events or conditions that occur, and are to be performed, after the Effective Time under any Assumed Contract; provided , however , that the Buyer shall not assume any liabilities or obligations arising out of any breach prior to the Effective Time by any of the Sellers of any provision of any Assumed Contract.

(b)  Excluded Liabilities . Notwithstanding any disclosures made to the Buyer or its agents in the conduct of their due diligence investigations of the Sellers, the Business and the Purchased Assets and further notwithstanding any matters disclosed on any Schedules hereto, the Buyer shall not assume any of the liabilities of any of the Sellers other than the Assumed Liabilities. The Buyer shall not be or become liable for any claims, demands, liabilities or obligations other than the Assumed Liabilities and the Buyer shall purchase the Purchased Assets free and clear of all Liens. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and each of the Sellers shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, known or unknown, accrued or unaccrued, direct or indirect, choate or inchoate, perfected or unperfected, liquidated or unliquidated, of such Seller other than the Assumed Liabilities (the “ Excluded Liabilities ”), including:

(i) Liabilities, obligations and expenses relating to the current and former employees of any of the Sellers or any such Seller’s employment thereof, including (A) severance, termination and other payments and benefits (including post-retirement benefits), whether owing under any severance policy, any union contract, any employment agreement or otherwise to any employees of any of the Sellers; (B) worker’s compensation claims; and (C) stock option or other stock-based award or any profit sharing, stock appreciation right or phantom equity award;

(ii) Liabilities or obligations for any Taxes (i) imposed upon, or incurred by, any of the Sellers or any of their respective Affiliates at any time, (ii) imposed upon or incurred in connection with the operation of the Business during any period (or portion of any period) ending on or before the Closing Date, or (iii) imposed on the Buyer as a transferee or successor of the Sellers;

(iii) Liabilities or obligations of any of the Sellers incurred in connection with violations of, or pursuant to, occupational safety, wage, welfare, employee benefit, and/or Environmental and Safety Requirements;

(iv) Liabilities and obligations of any of the Sellers or any of their respective Affiliates with respect to any claims, grievances, lawsuits, arbitrations, administrative or other Proceedings arising out of an occurrence or condition prior to the Effective Time or attributable to the operation of the Business prior to the Effective Time;

(v) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under any Insurance Policies or Contracts that are not Assumed Contracts;

(vi) Liabilities and obligations of any of the Sellers with respect to any customer or client advances and deposits or other deferred revenue items;

(vii) Liabilities and obligations of any of the Sellers with respect to trade payables and accruals (including employee wages and benefits);

(viii) Liabilities, obligations and expenses of any of the Sellers with respect to the transactions contemplated hereby, including Liabilities, obligations and expenses with respect to the Selling Parties’ legal counsel, accountants, and any broker or finder;

(ix) Liabilities of the Sellers for Indebtedness;

(x) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under or in connection with any Proceedings or Orders;

(xi) Liabilities and obligations of any of the Sellers or any of their respective Affiliates under, pursuant to or in connection with, any Employee Benefit Plan, including any Liabilities and obligations for notices and continuation coverage required by COBRA; and

(xii) Liabilities and obligations arising out of or related to the Excluded Assets.

(c) Each of the Sellers shall pay in full, when due, all of such Seller’s Liabilities and obligations other than the Assumed Liabilities.

1.3 Conveyance . At the Closing, the Sellers shall execute and deliver a Bill of Sale, Assignment and Assumption Agreement, in the form attached hereto as Exhibit 1.3 (a “ Bill of Sale ”), pursuant to which the Sellers shall convey to the Buyer the Purchased Assets and the Sellers shall assign and the Buyer shall assume the Assumed Liabilities.

ARTICLE II

CONSIDERATION AND MANNER OF PAYMENT

2.1 Payment of the Closing Cash Consideration .

(a)  Payment of the Closing Date Cash Payment . At the Closing, the Buyer shall deliver to each Seller, by wire transfer of immediately available funds to the bank account for such Seller designated in writing by the Sellers’ Representative on Exhibit 2.1(a) , an amount in cash equal to such Seller’s allocable percentage of the Closing Date Cash Payment set forth on Schedule 2.1(a) (the “ Allocable Percentages Schedule ”).

(b)  Payment of Indebtedness Payments . On or prior to the Closing Date, the Sellers shall either: (i) pay off all Indebtedness of any of the Sellers as of the Closing Date (and at or prior to the Closing the Sellers’ Representative shall deliver to the Buyer evidence of such payments) or (ii) direct the Buyer, by delivering to the Buyer a written notice at least two (2) Business Days prior to the Closing Date, to deliver to the creditors of any of the Sellers on the Closing Date, on behalf of the Sellers, any amounts necessary to pay off all Indebtedness as of the Closing Date (the aggregate amount of such payments under this clause (ii), the “ Indebtedness Payments ”) pursuant to valid payoff letters delivered by the Sellers’ Representative to the Buyer. In either case, for each item of Indebtedness repaid, the Sellers’ Representative shall cause all creditors thereof to surrender at Closing and cancel all instruments evidencing such items of Indebtedness and obtain the release or termination of any guarantees or security interests relating thereto and termination of all UCC financing statements filed in connection therewith.

(c)  Retention of the Holdback Amount . At the Closing, the Buyer shall retain a portion of the Closing Cash Consideration equal to One Million Dollars ($1,000,000) (the “ Holdback Amount ”) to secure the Selling Parties’ obligations under this Agreement (including those obligations under Section 8.5(a) hereof).

2.2 Payment of the Deferred Cash Payment . The Deferred Cash Payment shall be paid by the Buyer to the Sellers in two equal installments of One Million Dollars ($1,000,000), in each case on the first (1 ^st ) anniversary of the Closing Date (the “ First Installment ”) and second (2 ^nd ) anniversary of the Closing Date (the “ Second Installment ”). The Buyer shall pay to each Seller such Seller’s Allocable Percentage of each such installment of the Deferred Cash Payment. Notwithstanding anything to the contrary in this Agreement, each Selling Party acknowledges and agrees that the Buyer shall be entitled to (i) offset Two Hundred Fifty Thousand ($250,000) against the First Installment and apply such amount towards the third installment payment on the First Invoice Amount (as such term is defined in the Florida Services Agreement) owed by Albertelli Florida to the Buyer pursuant to Section 3.2(b)(iii) of the Florida Services Agreement (thereby, for the avoidance of doubt, reducing the amount of the First Installment to Seven Hundred Fifty Thousand Dollars ($750,000)), and (ii) offset against the Second Installment and apply such amount towards the remaining balance on the First Invoice Amount owed by Albertelli Florida to the Buyer pursuant to Section 3.2(b)(iv) of the Florida Services Agreement.

2.3 Earn Out . The Purchase Price shall be subject to further adjustment as determined pursuant to this Section 2.3 .

(a)  Earn Out Payments .

(i) Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the 2010 Adjusted EBITDA Target for the 2010 Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the 2010 Earn Out Period in an amount equal to the Earn Out Payment Amount; provided , however , that for so long as Adjusted EBITDA for the 2010 Earn Out Period is greater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2010 Adjusted EBITDA Target, then the 2010 Earn Out Payment shall be an amount equal to (A) the Earn Out Payment Amount minus (B) the amount by which the 2010 Adjusted EBITDA Target exceeds Adjusted EBITDA for the 2010 Earn Out Period.

(ii) Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the 2011 Adjusted EBITDA Target for the 2011 Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the 2011 Earn Out Period in an amount equal to the Earn Out Payment Amount; provided , however , that for so long as Adjusted EBITDA for the 2011 Earn Out Period is greater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2011 Adjusted EBITDA Target, then the 2011 Earn Out Payment shall be an amount equal to (A) the Earn Out Payment Amount minus (B) the amount by which the 2011 Adjusted EBITDA Target exceeds Adjusted EBITDA for the 2011 Earn Out Period.

(iii) Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the 2012 Adjusted EBITDA Target for the 2012 Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the 2012 Earn Out Period in an amount equal to the Earn Out Payment Amount; provided , however , that for so long as Adjusted EBITDA for the 2012 Earn Out Period is greater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2012 Adjusted EBITDA Target, then the 2012 Earn Out Payment shall be an amount equal to (A) the Earn Out Payment Amount minus (B) the amount by which the 2012 Adjusted EBITDA Target exceeds Adjusted EBITDA for the 2012 Earn Out Period.

(b)  Procedures Applicable to Determination of the Earn Out Payments .

(i) On or before the date which is sixty (60) days after the last day of each Earn Out Period, the Buyer shall deliver to the Sellers’ Representative (each such date of delivery, an “ Earn Out Calculation Delivery Date ”) its good faith determination of Adjusted EBITDA for the applicable Earn Out Period and its calculation of the relevant Earn Out Payment (in each instance, an “ Earn Out Calculation ”). The Buyer shall provide Sellers’ Representative and the Sellers’ Representative’s accountants reasonable access to the books and records of the Buyer upon reasonable notice to verify the applicable Earn Out Calculation.

(ii) On or before the thirtieth (30 ^th ) day following each Earn Out Calculation Delivery Date, the Sellers’ Representative may deliver to the Buyer a notice of objection (each an “ Earn Out Calculation Objection Notice ”) with respect to the corresponding Earn Out Calculation. If no Earn Out Calculation Objection Notice is delivered by the Sellers’ Representative to the Buyer before the expiration of such thirty (30) day period, then the relevant Earn Out Calculation shall be final and binding on the parties hereto as Adjusted EBITDA for the applicable Earn Out Period. Any Earn Out Calculation Objection Notice shall specify the items in the applicable Earn Out Calculation disputed by the Sellers’ Representative and shall describe the basis for such objection, as well as the amount in dispute. If an Earn Out Calculation Objection Notice is delivered in accordance with this Section 2.3(b)(ii) , the Buyer and the Sellers’ Representative shall consult with each other with respect to the objection set forth therein. If the Buyer and the Sellers’ Representative are unable to reach agreement within fifteen (15) days after such an Earn Out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accounting Firm. The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the applicable Earn Out Calculation as promptly as practicable, but in no event greater than forty-five (45) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Earn Out Calculation Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, the Buyer and the Sellers’ Representative will each furnish to the Independent Accounting Firm such work papers, schedules and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of the Buyer and the Sellers’ Representative to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn Out Calculation Objection Notice by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between the Buyer and Sellers in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

(c)  Independence of Earn Out Payments . The Buyer’s obligation to pay the Earn Out Payments to the Sellers are independent obligations of the Buyer and are not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn Out Payments and the obligation to pay an Earn Out Payment to the Sellers shall not obligate the Buyer to pay any preceding or subsequent Earn Out Payment. For the avoidance of doubt, and by way of example if the conditions precedent to the payment of the 2010 Earn Out Payment set forth in Section 2.3(a)(i) are not satisfied, but either the conditions precedent to the payment of the 2011 Earn Out Payment set forth in Section 2.3(a)(ii) or to the payment of the 2012 Earn Out Payment set forth in Section 2.3(a)(iii) are satisfied, then the Buyer would be obligated to pay such of the 2011 Earn Out Payment and/or the 2012 Earn Out Payment for which the corresponding conditions precedent have been satisfied, and not the 2010 Earn Out Payment.

(d)  Timing of Payment of Earn Out Payments . Any Earn Out Payments that the Buyer is required to make pursuant to Section 2.3(a) hereof shall be made no later than five (5) Business Days following the date upon which the determination of Adjusted EBITDA for the applicable Earn Out Period becomes final and binding upon the parties as provided herein (including final resolution of any dispute raised by the Sellers’ Representative in an Earn Out Calculation Objection Notice). The Buyer shall pay to each Seller such Seller’s Allocable Percentage of the applicable Earn Out Payment (less any Interim Earn Out Payment Amount previously paid by the Buyer to such Seller pursuant to Section 2.3(e) hereof) to the bank account for such Seller set forth on Exhibit 2.1(a) .

(e)  Payment of Interim Earn Out Payment Amount . Notwithstanding the Section 2.3(d) to the contrary, if (i) the Seller’s Representative timely delivers an Earn Out Calculation Objection Notice to the Buyer and (ii) the Buyer’s calculation of Adjusted EBITDA for such Earn Out Period is in an amount sufficient for an Earn Out Payment to be paid for such Earn Out Period, then, within five (5) Business Days of the delivery to the Buyer of such Earn Out Calculation Objection Notice, the Buyer shall pay to each Seller such Seller’s Allocable Percentage of the undisputed portion of the Earn Out Payment set forth in the Buyer’s Earn Out Calculation for such Earn Out Period (any such amount so paid shall hereinafter be referred to as the “ Interim Earn Out Payment Amount ”).

(f)  Selection of Independent Accounting Firm . If an Independent Accounting Firm needs to be selected by the parties hereto for any reason under this Agreement, then upon the Sellers’ Representative’s or the Buyer’s written notice to the other party, the Sellers’ Representative and Buyer shall, within five (5) Business Days after delivery of such notice (or such other mutually agreed upon longer period), jointly select a nationally recognized independent accounting firm (an “ Eligible Firm ”) to act as the Independent Accounting Firm pursuant to the provisions of this Agreement; provided ; however , that if the Sellers’ Representative and the Buyer are unable to jointly select such an Eligible Firm to act as the Independent Accounting Firm within such time period, then the Sellers’ Representative and Buyer shall each select an Eligible Firm at the end of such time period and such Eligible Firms shall, within five (5) Business Days after their selection, jointly select a third Eligible Firm to act as the Independent Accounting Firm pursuant to the provisions of this Agreement. Any Eligible Firm selected pursuant to this Section 2.3(f) shall be deemed the Independent Accounting Firm for all purposes of this Agreement.

2.4 Purchase Price Allocation . The Purchase Price (and all other items of consideration for Federal Income Tax purposes, including any adjustments thereto) shall be allocated for all purposes among the Purchased Assets and the covenants set forth in Section 8.6 . The Buyer and the Sellers jointly shall prepare (i) an initial allocation of the Purchase Price (and all other items of consideration for Federal Income Tax purposes) no later than seventy-five (75) days following the Closing Date and (ii) a revised allocation of the Purchase Price (and all other items of consideration for Federal Income Tax purposes) as the result of any adjustment to the Purchase Price (or any other item of consideration for Federal Income Tax purposes) no later than forty-five (45) days following such adjustment. The Buyer and the Selling Parties (a) agree to be bound, and to cause their respective Affiliates to be bound, by such allocation (including any adjustment thereto pursuant to this Section 2.4 ), (b) shall act, and cause their respective Affiliates to act, in accordance with such allocation (including any adjustment thereto pursuant to this Section 2.4 ) in the preparation, filing and audit of any Tax Return and for all other tax and accounting purposes, and (c) shall not take any position or action inconsistent with such allocation (including any adjustment thereto pursuant to this Section 2.4 ).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES

As a material inducement to the Buyer to enter into this Agreement, the Selling Parties represent and warrant to the Buying Parties as follows (each of the Persons included within the definition of the Selling Parties hereby makes the following representations and warranties on a joint and several basis):

3.1 Organization and Qualification of the Sellers . Each of Albertelli Florida and Albertelli Title is duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida. Albertelli Georgia is duly organized, validly existing and in good standing as a corporation under the laws of the State of Georgia. Each of the Sellers (i) has the corporate power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business, and is in good standing as a foreign corporation authorized to transact business and to own and lease property in each jurisdiction (set forth opposite such Seller’s name on Schedule 3.1(i) attached hereto) in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Except as set forth on Schedule 3.1(ii) , no Seller owns, directly or indirectly, any stock, partnership interest, limited liability company interest, joint venture interest or other equity interest in any other Person. The Sellers’ Representative has previously delivered to the Buyer complete and correct copies of the Organizational Documents for each of the Sellers.

3.2 Power and Authority; Authorization; Due Execution and Binding Effect .

(a) Each Seller has the requisite corporate capacity, power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to consummate the Transaction and to perform its obligations under this Agreement and the Transaction Documents to which it is a party and to consummate the Transaction. The execution and delivery of this Agreement and the Transaction Documents by each Seller which is a party thereto, and the performance by each Seller of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action. This Agreement and the Transaction Documents to which a Seller is a party have been duly and validly executed and delivered by each Seller. This Agreement and the Transaction Documents to which a Seller is a party will constitute, upon such execution and delivery hereof, the valid and binding obligations of such Seller, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws.

(b) Albertelli has the requisite legal capacity, power and authority to execute and deliver this Agreement and the Transaction Documents to which he is a party, to consummate the Transaction and to perform his obligations under this Agreement and the Transaction Documents to which he is a party. This Agreement and the Transaction Documents to which Albertelli is a party have been duly and validly executed and delivered by Albertelli. This Agreement and the Transaction Documents to which Albertelli is a party will constitute, upon such execution and delivery hereof and thereof, the valid and binding obligations of Albertelli, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws and, to the extent applicable, any Florida exemption statutes.

3.3 Capitalization, Officers and Directors of the Sellers . All of the outstanding shares of capital stock in each of the Sellers are owned by those Persons identified on, and in the amounts set forth opposite their respective names on, Schedule 3.3(i) hereto, free and clear of any Liens whatsoever. There are no preemptive, conversion, subscription or other rights, options, warrants or agreements granted or issued by, or binding upon, any Seller for the purchase or acquisition of any shares of capital stock in such Seller. No Seller has any equity appreciation rights, phantom equity plan or similar rights outstanding. Schedule 3.3(ii) is a complete and correct list of all of the officers and members of the board of directors of each of the Sellers.

3.4 No Conflict . Except as set forth on Schedule 3.4 , none of the execution and delivery of this Agreement or any Transaction Document by any Selling Party, the performance by them of any of their obligations under this Agreement or any Transaction Document or the consummation of the Transaction will, directly or indirectly:

(a) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (i) any provision of the Organizational Documents of any of the Sellers, (ii) any resolution adopted by the board of directors or Albertelli as the sole stockholder of each Seller, or (iii) any Legal Requirement, Governmental Authorization, Contract or Order related to the Business or the Purchased Assets;

(b) give any Person or Governmental Body the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, modify, withdraw or suspend any Contract, Legal Requirement, Governmental Authorization or Order related to the Business or the Purchased Assets; or

(c) result in (with or without notice or lapse of time) the imposition or creation of any Lien upon or with respect to any of the Purchased Assets.

3.5 No Consent Required . Except as set forth on Schedule 3.5 , no Consent is required to be made or obtained by any of the Selling Parties in connection with the authorization, execution, delivery or performance of this Agreement and the Transaction Documents or the consummation of the Transaction.

3.6 Financial Statements .

(a)  Financial Statements . Attached as Schedule 3.6(a) hereto are the following financial statements of the Sellers (collectively, the “ Reviewed Financial Statements ”):

(i) (w) the compiled balance sheet for Albertelli Florida as of December 31, 2007, (x) the reviewed balance sheet for Albertelli Florida as of December 31, 2008, (y) the compiled balance sheets for Albertelli Title as of December 31, 2007 and December 31, 2008 and (z) the compiled balance sheet for Albertelli Georgia as of December 31, 2008;

(ii) (w) the compiled income statement for Albertelli Florida for the five month period ended December 31, 2007, (x) the reviewed income statement for Albertelli Florida for the twelve month period ended December 31, 2008, (y) the compiled income statement for Albertelli Title for the twelve month periods ended December 31, 2007 and December 31, 2008 and (z) the compiled income statement for Albertelli Georgia for the twelve month period ended on December 31, 2008; and

(iii) the reviewed cash flow statement for Albertelli Florida for the twelve months ended December 31, 2008.

(b)  Pro Forma Financial Statements . Attached as Schedule 3.6(b) hereto are the following financial statements of the Business prepared on a pro-forma historical basis as if the Services Agreements had been in effect as of the beginning of the periods indicated herein (collectively, the “ Pro Forma Financial Statements ”):

(i) the audited balance sheet for the Business as of December 31, 2008;

(ii) the audited statement of operations for the Business for the twelve month period ended December 31, 2008; and

(iii) the audited cash flow statement for the Business on a historical basis for the twelve months ended December 31, 2008.

(c) Attached as Schedule 3.6(c) hereto are the following unaudited, interim financial statements of the Sellers (collectively, the “ Interim Financial Statements ”):

(i) the unaudited balance sheet (“ Latest Balance Sheet ”) for the Sellers as of June 30, 2009 (the “ Latest Balance Sheet Date ”); and

(ii) the unaudited income statement for the Sellers for the six (6) month fiscal period ended June 30, 2009.

(d) Except as set forth on Schedule 3.6(d) , each of the Financial Statements is consistent with the books and records of the Sellers and fairly reflects in all material respects the financial condition, results of operations and cash flows of the Sellers as of the date and for the periods related thereto. Each of (i) the Pro Forma Financial Statements, (ii) the reviewed balance sheet for Albertelli Florida dated as of December 31, 2008 and (iii) the income statement and cash flow statement for Albertelli Florida for the twelve months ended December 31, 2008 (the Financial Statements in clauses (i), (ii) and (iii) are collectively referred to herein as the “ GAAP Financial Statements ”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. The Financial Statements (other than the GAAP Financial Statements) disclose all material liabilities, direct or contingent, of the Sellers as of the dates thereof. The GAAP Financial Statements disclose all material liabilities, direct or contingent, of the Sellers as of the dates thereof as required to be disclosed by GAAP. The books and records of the Sellers are complete and correct in all material respects and fairly and accurately present and reflect in all material respects all of the transactions of the Sellers.

3.7 Absence of Undisclosed Liabilities . None of the Sellers has any Liabilities affecting the Business or the Purchased Assets, other than those Liabilities (i) as and to the extent reflected and accrued for or reserved against in the Latest Balance Sheet, (ii) that have arisen since the Latest Balance Sheet Date in the ordinary course of the Business consistent with past practices with unrelated parties and (iii) specifically delineated on Schedule 3.7 .

3.8 Personal Property .

(a)  Title . Each of the Sellers possesses good and marketable, indefeasible title to, or the right to use, the Purchased Assets, free and clear of all Liens other than the Liens listed on Schedule 3.8 , which Liens shall be released at Closing pursuant to Section 7.2(g) . The Sellers have the exclusive right to possess and convey, and upon the consummation of the Transaction, the Sellers will have conveyed, and the Buyer will be vested with, good and marketable title and interest in and to, or the right to use to the same extent as the Sellers, the Purchased Assets, free and clear of all Liens. The Purchased Assets constitute all of the assets and properties used in connection with the conduct of the Business and are sufficient to conduct the Business as presently conducted and as conducted in the previous twelve (12) months.

(b)  Condition and Location . All of the tangible assets that are part of the Purchased Assets are in good operating condition, ordinary wear and tear excepted, and are useable in the ordinary course of business consistent with past custom and practice. There is no material tangible asset or material portion of the tangible assets which are part of the Purchased Assets that requires any material repair or replacement. No property owned or leased by the Sellers used in connection with the operation of the Business is located other than at the Leased Real Property.

(c)  Assets . Schedule 1.1(a)(i) contains a complete and correct list of all of the material tangible assets that are used in connection with the operation of the Business.

3.9 Compliance with Laws; Governmental Authorizations .

(a) Except as set forth on Schedule 3.9(a) :

(i) the Sellers are, and at all times have been, in compliance in all material respects with each Legal Requirement that is or was applicable to the Sellers, the Purchased Assets or the conduct or operation of the Business;

(ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation by any Seller of, or a failure on the part of any Seller to comply in any material respect with, any Legal Requirement applicable to the Business; and

(iii) no Seller has received any notice or other communication from any Governmental Body or any other Person regarding, and there does not exist any material violation of, or material failure to comply with, any Legal Requirement applicable to the Business.

(b)  Schedule 3.9(b) contains a complete and correct list of each Governmental Authorization that is necessary to permit the Sellers to lawfully conduct and operate the Business in the manner in which the Sellers currently conduct and operate such business and to permit the Sellers to own and use the Purchased Assets in the manner in which the Sellers currently own and use the Purchased Assets (the “ Seller Governmental Authorizations ”). The Sellers possess each Seller Governmental Authorization. Each Seller Governmental Authorization is valid and in full force and effect. All applications required to have been filed for the renewal of the Seller Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Seller Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

3.10 Real Property .

(a) Except for Albertelli Title’s ownership of a 40% interest in the Jacksonville Property, none of the Sellers owns nor has agreed or has an option to purchase or sell, or is obligated to purchase or sell, any real property.

(b)  Schedule 3.10(b)(i) lists all real property leases to which any Seller is a party or by which any Seller is bound (the “ Real Property Leases ”). No Seller is in default of any of the terms of any Real Property Lease nor, to the Sellers’ Knowledge, is any other party to any Real Property Lease in default under the terms thereof; and each such Real Property Lease is in full force and effect and is valid, binding and enforceable against the applicable Seller and each other party thereto in accordance with its terms except as enforcement thereof may be limited by applicable Insolvency Laws. Complete and correct copies of the Real Property Leases have heretofore been delivered to the Buyer by the Sellers’ Representative. Except as specified on Schedule 3.10(b)(ii) , the Sellers are in compliance with, and none of the Selling Parties have received any notice of default or any notice of noncompliance with respect to, any of the Real Property Leases or under any applicable Legal Requirements. No Seller has any past due obligation as lessee under any Real Property Lease. Except as set forth on Schedule 3.10(b)(iii) , no Real Property Lease has been assigned in whole or in part by any of the Sellers and no subleases have been entered into relating to any of the Real Property Leases. The real property and improvements leased pursuant to the Real Property Leases shall be referred to herein as the “ Leased Real Property .” All of the Leased Real Property is in good order and repair, normal wear and tear excepted. All build-out work and other improvements to be made under any of the Real Property Leases have been completed in a commercially reasonable manner. None of the Sellers has received any notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any material work or alteration with respect to any Leased Real Property that could adversely affect insurability that has not been complied with. There is no pending or, to the Sellers’ Knowledge, Threatened condemnation or other governmental taking of any Leased Real Property or any part thereof. To Seller’s Knowledge, no fact or condition exists that could result in the termination or impairment of presently available access to any portion of any Leased Real Property from adjoining public or private streets or ways or in the discontinuation of presently available and otherwise necessary sewer, water, electric, gas, telephone or other utilities or services. There are no special, general or other assessments pending against any of the Sellers or affecting any Leased Real Property that would be payable by the lessee thereof. To Seller’s Knowledge, there are no special, general or other assessments Threatened against any of the Sellers or affecting any Leased Real Property that would be payable by the lessee thereof with respect to any other Leased Real Property. None of the Sellers has entered into any brokerage arrangement with respect to any Real Property Lease.

3.11 Contracts .

(a)  Schedule 1.1(a)(iii) contains a complete and correct list, and the Sellers’ Representative has delivered to the Buyer complete and correct copies (or forms thereof, where form agreements are used; provided that any and all material deviations or changes to the forms in any individual case are described on Schedule 3.11(a) ), of all of the Assumed Contracts. The Assumed Contracts constitute all of the material Contracts used or entered into in connection with the operation of the Business.

(b) Except as set forth on Schedule 3.11(b) , all of the Assumed Contracts are in full force and effect and are valid and enforceable in all respects in accordance with their terms except with respect to applicable Insolvency Laws and equitable principles generally, and, to the Sellers’ Knowledge, no event has occurred or circumstance exists that would give any Person (including any Seller) the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any such Assumed Contract.

(c) Each of the Sellers enjoys peaceful and undisturbed possession of all leased personal or movable property under any leases for such property, and all of such leases are valid and in full force and effect and are enforceable against the applicable Seller and, to the Sellers’ Knowledge, against all other parties thereto except with respect to Insolvency Laws and equitable principles generally, and none of the Sellers nor any other party thereto is in material default under any of such leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under any of such leases.

(d)  Schedule 3.11(d) sets forth all filings, consents and approvals (the “ Required Contract Consents ”) necessary to validly assign and transfer all of the Assumed Contracts.

(e) No Assumed Contract is subject to termination, modification (including any changes, modifications or alterations to any of the terms of any Assumed Contract arising by operation of any provisions of any such Assumed Contract) or acceleration as a result of the consummation of the Transaction.

3.12 Proprietary Rights .

(a) The Sellers own, or are duly licensed, or otherwise possess legally enforceable rights, to use all Assumed Proprietary Rights. Upon the receipt of all required third party consents as described in the Post-Closing Agreement, each item of Assumed Proprietary Rights will continue to be owned and/or available for use by the Buyer on terms which are identical to those pursuant to which the Sellers, immediately prior to the Effective Time, own and/or have the right to use, such item. All of the Assumed Proprietary Rights are used internally by the Sellers and none of the Sellers distribute, sell, resell, license or sublicense, as applicable, any Assumed Proprietary Rights or have granted any rights to third parties to do so.

(b) There are no patents, registered copyrights, registered trademarks or service marks or domain names, or applications for the same within the Assumed Proprietary Rights which are owned by any of the Sellers.

(c) Except for packaged commercially available software programs generally available to the public which have been licensed to the Sellers pursuant to end-user licenses (“ Commercial Software ”), the Sellers are not engaged, authorized or otherwise have rights to use any Assumed Proprietary Rights owned by any third party (in whole or in part).

(d) Except for the Commercial Software, none of the Assumed Proprietary Rights is material to the Business.

(e) None of the Sellers has infringed, misappropriated, violated or engaged in unfair competition, or is currently infringing, misappropriating, violating or engaging in any unfair competition with respect to, any Proprietary Rights owned by any third party and there are no claims pending or, to the Sellers’ Knowledge, Threatened by any Person (i) alleging any such infringement, misappropriation, violation or unfair competition, (ii) against the use by any of the Sellers or any third party of any Assumed Proprietary Rights or (iii) challenging the ownership by any of the Sellers, validity or effectiveness of any Assumed Proprietary Rights. No Seller has undertaken or authorized legal counsel to undertake any investigation as to whether any Assumed Proprietary Rights infringes, misappropriates or otherwise violates any third party Proprietary Rights and, without limiting the generality of the foregoing, no Seller has received a non-infringement legal opinion with respect to any Assumed Proprietary Rights. To the Sellers’ Knowledge, there is no unauthorized use, infringement or misappropriation of or unfair competition with respect to any of the Assumed Proprietary Rights, including by an employee or former employee of any of the Sellers.

(f) The computer software, hardware, systems, business processes and databases used in the operation of the Business (the “ Computer System and Processes ”) adequately meets the data processing and operational needs of the Business as presently conducted. The Computer System and Processes perform substantially in accordance with the documentation related thereto and/or its intended functionality and performance expectations, and none of the Sellers has suffered any failures, errors or breakdowns in the Computer System and Processes within the past twelve (12) months which have caused any substantial disruption or interruption in the Business. The Sellers have delivered to the Buyer complete and correct records of the Sellers with respect to all fixes of Computer System and Processes (including fixes currently in process) over the past twenty-four months (24).

(g) None of the Sellers has made any oral or written representations, warranties or guarantees, or offered service level agreements (or similar commitments) with respect to the Business. Schedule 3.12(i) lists any written customer complaints related to the Business.

3.13 Employee Benefit Plans .

(a) Except as set forth on Schedule 3.13(a) , no Seller has maintained, sponsored, adopted, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to or had any other liability (contingent or otherwise) with respect to, any “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA), “Multi-Employer Plan” (as defined in Section 3(37) or 4001 of ERISA), pension plan, plan of deferred compensation, medical plan, life insurance plan, long-term disability plan, dental plan or other plan providing for the welfare of any of the employees or former employees or beneficiaries thereof of the Sellers, personnel policy (including vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including stock options, restricted stock, stock bonus and deferred bonus plans), salary reduction agreement, change-of-control agreement, employment agreement, consulting agreement or any other benefit, program or Contract, whether or not written or pursuant to a collective bargaining agreement, which could give rise to or result in the Sellers having any debt, liability, claim or obligation of any kind or nature, whether accrued, absolute, contingent, direct, indirect, known or unknown, perfected or inchoate or otherwise and whether or not due or to become due (collectively, “ Employee Benefit Plans ”). No Employee Benefit Plan that provides severance benefits is subject to ERISA.

(b) None of the Purchased Assets is subject to any Lien under ERISA or the Code. No Seller is bound by any Contract or has any obligation or liability described in Section 4204 of ERISA.

(c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Employee Benefit Plan is so qualified, and nothing has occurred since the date of such determination that would cause such determination letter to become unreliable. No Employee Benefit Plan is a “Multi-Employer Plan” (as defined in Section 3(37) or 4001 of ERISA) or is subject to Sections 302 or 303 or Title IV of ERISA or Section 412 or 430 of the Code.

(d) Each of the Employee Benefit Plans and all related trusts, insurance contracts and funds have been maintained, funded and administered in compliance with their terms and the terms of any applicable collective bargaining agreement, and in compliance with the applicable provisions of ERISA, the Code, and any other applicable Legal Requirement. With respect to each Employee Benefit Plan, all required payments, premiums, contributions, distributions or reimbursements for all periods ending prior to or as of the Agreement Date have been made or properly accrued.

(e) None of the Sellers or any other “disqualified person” (within the meaning of Section 4975 of the Code) or any “party in interest” (within the meaning of Section 3(14) of ERISA) has engaged in any “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any of the Employee Benefit Plans which could subject any such Employee Benefit Plans, the Sellers or any officer, director or employee of any of the Sellers to a penalty or tax under Section 502(i) of ERISA or Section 4975 of the Code.

(f) Each Employee Benefit Plan that is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code (collectively, “ COBRA ”) has been administered in compliance in all material respects with such requirements. No Employee Benefit Plan provides medical or life or other welfare benefits to any current or future retired or terminated employee (or any dependent thereof) of the Sellers other than as required pursuant to COBRA or applicable state law.

(g) With respect to each Employee Benefit Plan, the Sellers’ Representative has provided the Buyer with complete and correct copies of (to the extent applicable): (i) all documents pursuant to which the Employee Benefit Plan is maintained, funded and administered (including the plan and trust documents, any amendments thereto, the summary plan descriptions, and any insurance contracts or service provider agreements); (ii) the two most recent annual reports (IRS Form 5500 series) filed with the Internal Revenue Service (with applicable attachments); and (iii) the most recent determination letter, if any, received from the Internal Revenue Service.

3.14 Labor and Employment Matters . Except as set forth on Schedule 3.14 : (i) none of the employees employed in the Business is a party to or bound by any collective bargaining agreement or other labor Contract; (ii) no labor organization or group of employees has filed any representation petition or made any written demand for recognition; (iii) no organizing or decertification efforts are underway or, to the Sellers’ Knowledge, Threatened; (iv) since January 1, 2006, no labor strike, work stoppage, slowdown or other material labor dispute has occurred, and none is underway or, to the Sellers’ Knowledge, Threatened; (v) there is no employment-related charge (including, but not limited to, an unfair labor practice charge), complaint, grievance, investigation, inquiry or obligation of any kind, pending or, to the Sellers’ Knowledge, Threatened, in any forum, relating to an alleged violation or breach by the Sellers (or their respective directors or officers) of any Legal Requirement or Contract; (vi) all amounts due or accrued for all salary, wages, bonuses, commissions, pension benefits or other employee benefits as of the Latest Balance Sheet Date are reflected in the Latest Balance Sheet; (vii) no employee employed in the Business has any agreement as to length of notice or severance payment required to terminate his or her employment; and (viii) the Buyer will not have any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable Legal Requirements or otherwise, as a result of the Transaction. With respect to the Transaction, any notice required under any Legal Requirement or any collective bargaining agreement has been, or prior to the Closing will be, given, and all bargaining obligations with any employee representative have been, or prior to the Closing will be, satisfied. Within the past three (3) years, none of the Sellers has implemented any plant closing or mass layoff of employees as those terms are defined in the WARN Act.

3.15 Workers Compensation . Schedule 3.15 sets forth all expenses, obligations, duties and liabilities relating to any claims by employees and former employees (including dependents and spouses) employed in the Business or otherwise employed by any of the Sellers made since January 1, 2006 and the extent of any specific accrual on or reserve therefor set forth on the Financial Statements for (a) costs, expenses and other liabilities under any workers compensation laws in the United States, regulations, requirements or programs and (b) any other medical costs and expenses. To Seller’s Knowledge, no claim or injury, fact, event or condition exists that would give rise to a material claim (individually or in the aggregate) by employees or former employees (including dependents and spouses) employed in the Business or any ERISA Affiliate of the Sellers under any United States workers compensation laws, regulations, requirements or programs or for any other medical costs and expenses.

3.16 Employees . Schedule 3.16(i) is a complete and correct list setting forth (a) the names and current compensation rates and other compensation of all individuals presently employed in the Business on a salaried basis, (b) the names and current compensation rates of all individuals presently employed in the Business on an hourly or piecework basis and (c) the names and total annual compensation for all independent contractors who render services on a regular or seasonal basis to the Business. Except as set forth on Schedule 3.16(ii) , no Person listed on Schedule 3.16(i) has received any bonus or increase in compensation, nor has there been any “general increase” in the compensation or rate of compensation payable to any such employees, since the Latest Balance Sheet Date and since such date there has been no promise to the employees listed on Schedule 3.16(i) , orally or in writing, of any bonus or increase in compensation, whether or not legally binding. Schedule 3.16(iii) contains a list of material perquisites, including, but not limited to, country club dues and similar memberships, car allowances and car payments, and housing subsidies, and the employees of the Business to which they have been given during the last three (3) years.

3.17 Albertelli Entities . None of (i) Albertelli Legal, Inc., a Florida corporation, (ii) Albertelli Construction, Inc., a Florida corporation, nor (iii) Atlanta Sub-Sublandlord owns any of the Purchased Assets or engages in any aspect of the Business.

3.18 Affiliate Transactions . Except as set forth on Schedule 3.18 , no stockholder, officer, director, employee or Affiliate of any Selling Party or any entity in which any such Person or individual is an officer, director or the owner of five percent (5%) or more of the beneficial ownership interests, is a party to any Contract with any Seller related to the Business, or has any interests in any of the Purchased Assets. Each Affiliate transaction was effected on terms equivalent to those which would have been established in an arm’s-length negotiation. None of the Selling Parties nor any of their respective Affiliates has any direct or indirect interest in any competitor of the Business, except for passive ownership of less than one percent (1%) of the outstanding capital stock of any competing business that is publicly traded on any recognized exchange or in the over-the-counter market.

3.19 Insurance Policies . Schedule 3.19 contains a complete and correct list of all insurance policies (including “self-insurance” programs) currently maintained by the Sellers (the “ Insurance Policies ”) and all general liability policies maintained by the Sellers during the past three (3) years with respect to the Business or the Purchased Assets and all material claims (other than claims made under group medical plans) now pending or made under any current or prior insurance policies during such three (3)-year period. The Insurance Policies are in full force and effect, none of the Sellers is in default under any Insurance Policy and no claim for coverage under any Insurance Policy has been denied. None of the Sellers has received any notice of cancellation or, to the Sellers’ Knowledge, intent to cancel or increase or intent to increase premiums with respect to the Insurance Policies.

3.20 Taxes .

(a) Each of the Sellers (which, for the purpose of this Section 3.20 (other than Section 3.20(b) , (j) , (l) and (n) ) shall include Albertelli with respect to his pro rata share of any of the Seller’s items and income and loss described in Section 1366 of the Code (and any comparable provision of state and local income tax law)) (i) has filed or caused to be filed in a timely manner all Tax Returns it was required to file under applicable Legal Requirements and all such Tax Returns are true, complete and correct in all material respects, and (ii) has timely paid in full all Taxes with respect to such Seller which are due and payable.

(b) The unpaid Taxes of each Seller (x) did not as of the Latest Balance Sheet Date exceed the reserve for tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) set forth on the face of the Latest Balance Sheet and (y) do not exceed that reserve as adjusted for the passage of time through the Agreement Date.

(c)  Schedule 3.20(c) contains a list of all jurisdictions (whether foreign or domestic) in which any Seller is subject to Tax. Each of the Sellers has timely withheld and, if due, has timely remitted, with respect to its employees, foreign creditors, independent contractors or other third parties all U.S. Federal and state Taxes, FICA, FUTA, and other Taxes required to be withheld and/or, if due, timely remitted and all Forms W-2 and 1099 required with respect thereto have been accurately completed and timely filed.

(d) None of the Sellers have any Tax deficiency outstanding, proposed, assessed, or, to the Sellers’ Knowledge, Threatened by any Tax authority against the Sellers. None of the Sellers has executed or requested any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(e) No audit or other examination of any Tax Return of any of the Sellers is presently in progress or pending, nor has any of the Sellers been notified in writing of any request for such an audit or other examination.

(f) There is no investigation or other Proceeding pending or, to the Sellers’ Knowledge, Threatened by any Tax authority for any jurisdiction where any of the Sellers do not file Tax Returns with respect to a given Tax that involves an assertion by such Tax authority that any of the Sellers is or may be subject to a given Tax in such jurisdiction.

(g) There are no Liens for Taxes on the assets of any of the Sellers other than Liens for Taxes not yet due and payable.

(h) None of the Sellers is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreements.

(i) None of the Sellers has or ever had a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country, or nexus or a Taxable presence in a jurisdiction in which it does not file Tax Returns.

(j) No Seller has ever been a member of an Affiliated Group of Corporations within the meaning of Sections 1504 of the Code or any similar state law.

(k) No Seller has liability for Taxes of any other Person as a transferee or successor by contract or otherwise.

(l) None of the Sellers has ever been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(m) None of the Sellers has ever participated in any “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b).

(n) Each Seller is, and at all times has been, an “S corporation” as defined in Section 1361(a)(1) of the Code (and any comparable provision of state and local law).

3.21 Litigation .

(a) Except as set forth on Schedule 3.21(a) , there is no pending Proceeding:

(i) that has been commenced by or against any of the Sellers or the Business;

(ii) that otherwise relates to or may affect the Business or any of the Purchased Assets; or

(iii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transaction.

Except as set forth on Schedule 3.21(a) , (x) no such Proceeding has, to the Sellers’ Knowledge, been Threatened, and (y) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Sellers’ Representative has delivered to the Buyer complete and correct copies of all pleadings, correspondence, and other documents relating to each Proceeding listed on Schedule 3.21(a) . The Proceedings listed on Schedule 3.21(a) will not, either individually or in the aggregate, have a Material Adverse Effect.

(b) Except as set forth on Schedule 3.21(b) :

(i) there is no Order to which any Seller or the Business is subject;

(ii) no Seller is subject to any Order that relates to the Business or any of the Purchased Assets; and

(iii) no officer, manager, member, director, agent or employee of the Sellers is subject to any Order that prohibits such officer, manager, member, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business.

(c) Except as set forth on Schedule 3.21(c) :

(i) each of the Sellers is, and at all times has been, in compliance with all of the terms and requirements of each Order to which it is or has been subject;

(ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Seller, the Business or any of the Purchased Assets is subject; and

(iii) none of the Sellers has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Sellers, the Business or any of the Purchased Assets is or has been subject.

3.22 Environmental and Safety Requirements . Except as set forth on Schedule 3.22 :

(a) the Business and its operations have complied and are in compliance, in each case in all material respects, with all applicable Environmental and Safety Requirements, and the Business possesses all required Governmental Authorizations with respect to its operation and all notices or applications required thereby have been filed.

(b) (i) to Sellers’ Knowledge, the Business has never generated, transported, treated, stored, disposed of, arranged for the disposal of, or otherwise handled, any Hazardous Materials at any site, location or facility owned or operated or used by the Business or at any offsite location and (ii) to the Sellers’ Knowledge, no Hazardous Materials are present on, in, under or emanating from the Leased Real Property, and the Leased Real Property does not, to Sellers’ Knowledge, contain any Hazardous Materials except as, for either (i) or (ii), would not result in a condition in material violation of, or any material liability under, any applicable Environmental and Safety Requirements.

(c) None of the Sellers has been subject to, or has received any notice of, any private, administrative or judicial action, order, or investigation relating to any violation of Environmental and Safety Requirements or the presence or alleged presence of Hazardous Materials in, under, upon, or emanating from any real or immovable property now or previously owned by any of the Sellers or used in the Business, and there is no reasonable basis in fact or law for any such notice or action. There are no pending or, to Seller’s Knowledge, Threatened actions, investigations, Orders or Proceedings from any Governmental Body or any other entity regarding any matter relating to Environmental and Safety Requirements.

(d) No facts, events or conditions with respect to the past or present operations or facilities of any Seller, the Purchased Assets or the Business exist which would reasonably be expected to interfere with or prevent continued compliance with, or would give rise to any common law or statutory liability, or otherwise form the basis of any Proceeding against or involving the Purchased Assets or the Business under any Environmental and Safety Requirement based on any such fact, event or circumstance, including, but not limited to, liability for cleanup costs, personal injury or property damage with respect to the Leased Real Property.

(e) None of the Sellers has, controls or possesses any engineering or environmental studies with respect to the Leased Real Property or the Business.

3.23 Conduct of the Business . Except as set forth on Schedule 3.23 , since the Latest Balance Sheet Date, the Sellers have conducted the Business only in the ordinary course of business consistent with past custom and practice, and have incurred no Liabilities other than in the ordinary course of business consistent with past custom and practice and there has been no Material Adverse Effect, and no contingency has developed or occurred which could reasonably be expected to result in or cause a Material Adverse Effect. Without limitation of the foregoing and except as set forth on Schedule 3.23 , since the Latest Balance Sheet, none of the Sellers has:

(a) accelerated or delayed the provision of services, in a manner inconsistent with past custom and practice;

(b) sold, assigned or transferred any asset or property right (other than inventory in the ordinary course of business), or mortgaged, pledged or subjected such asset or property right to any Lien, charge or other restriction, except for Liens for current property taxes not yet due and payable;

(c) sold, assigned, transferred, abandoned or permitted to lapse any Governmental Authorizations that are required for the operation of the Business, or related to any of the Assumed Proprietary Rights or other intangible assets, to Seller’s Knowledge, disclosed any material proprietary confidential information to any Person without such person executing a confidentiality and/or non-disclosure agreement designed to limit use and prohibit further disclosure of such information, granted any license or sublicense of any rights under or with respect to any Assumed Proprietary Rights or other intangible assets;

(d) made or granted any increase in, or amended (except as may be required by law) or terminated, any existing plan, program, policy or arrangement, including, but not limited to, any Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into, modified or terminated any new collective bargaining agreement or multiemployer plan;

(e) undertaken any employee layoffs that could implicate the WARN Act;

(f) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with any officer or employee of the Business other than regular salary and expense reimbursement payments;

(g) suffered any extraordinary loss, damage, destruction or casualty loss to the Business or waived any rights of value in excess of $50,000, whether or not covered by insurance and whether or not in the ordinary course of business;

(h) received notification that any material customer of the Sellers or supplier to the Business will stop or materially decrease in any respect the rate of business done with the Sellers or the Business, respectively;

(i) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice; or

(j) committed to any of the foregoing.

3.24 Absence of Questionable Payments . None of the Sellers has, nor has any of their respective equityholders, managers, directors, officers, employees, agents or other Persons acting on behalf of any Seller, (a) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §79dd-2), as amended, or any other applicable U.S. Federal, state or foreign law, (b) accepted or received any unlawful contributions, payments, expenditures or gifts, or (c) established or maintained any fund or asset that has not been recorded in the books and records of the Sellers.

3.25 Government Contracts . Except as set forth on Schedule 3.25 , none of the Sellers is a party to, or bound by the provisions of, any Contract (including purchase orders, blanket purchase orders and agreements and delivery orders) with the United States government or any department, agency or instrumentality thereof or any Governmental Body.

3.26 Corporate Name; Business Locations . During the past five (5) years, each of the Sellers has only been known as or used the corporate, fictitious and trade names set forth opposite such Seller’s name on Schedule 3.26 . Except as set forth on Schedule 3.26 , none of the Sellers is the surviving corporation of a merger or consolidation nor has any of the Sellers acquired all or substantially all of the assets of any Person. During the past five (5) years, none of the Sellers has had an office or place of business other than as listed on Schedule 3.26 .

3.27 Major Clients . Schedule 3.27 sets forth the Major Clients of Albertelli Florida along with the dollar value of the revenue from each such client for the twelve-month period ended on the Latest Balance Sheet Date. In the twelve months preceding the Agreement Date, no Major Client of Albertelli Florida has cancelled or otherwise terminated, or, to the Sellers’ Knowledge, Threatened to cancel or otherwise terminate, its relationship with Albertelli Florida, or reduce, or, to the Sellers’ Knowledge, Threatened to reduce, its business with Albertelli Florida. Albertelli Florida has not received any notice nor has any knowledge that any Major Client intends to cancel or otherwise adversely modify its relationship with Albertelli Florida as a result of the Transaction.

3.28 Brokers or Finders . None of the Selling Parties or any of their respective Representatives has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the Transaction Documents or the Transaction.

3.29 Disclosure . This Agreement, the Transaction Documents, and the Selling Parties’ Schedules hereto do not contain any untrue statement of a material fact and do not omit to state a material fact necessary in order to make the statements contained therein or herein not misleading in light of the circumstances under which they were made. There is no fact known to any Selling Party relating to the Purchased Assets, Assumed Liabilities, or the Business that has had, or could reasonably be expected to have, a Material Adverse Effect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYING PARTIES

As a material inducement to the Selling Parties to enter into this Agreement, the Buying Parties represent and warrant to the Selling Parties as follows (each of the Persons included within the definition of the Buying Parties hereby makes the following representations and warranties on a joint and several basis):

4.1 Organization and Good Standing . The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan. DMC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to be executed by it, to perform its obligations hereunder and thereunder and to consummate the Transaction. DMC has the requisite c