ASSET TRANSFER AGREEMENT

EXHIBIT 2.1

ASSET TRANSFER AGREEMENT

By and Between

AIRDESK, LLC

and

AIRDESK, INC.

Effective January 1, 2006

TABLE OF CONTENTS

ASSET TRANSFER AGREEMENT

     THIS ASSET TRANSFER AGREEMENT (this “ Agreement ”) is entered into as of the 1 ^st day of January 2006, by and between Airdesk, LLC, a Georgia limited liability company (“ Acquiror ”) and AIRDESK, Inc., a Pennsylvania corporation (“ Transferor ”).

     WHEREAS, Transferor is in the business of providing machine-to-machine (M2M) solutions and services across a variety of vertical and horizontal markets including utilities, security, fleet management, asset tracking, inventory control, point-of-sale systems, vending, healthcare, and a host of other M2M markets as a cross-carrier network operator (the “ Business ”); and

     WHEREAS, Transferor desires to Transfer (as defined) to Acquiror and Acquiror desires to accept Transfer from Transferor, on the terms and conditions hereinafter set forth, substantially all the assets, properties and rights of Transferor used, held for use or useful in, or otherwise relating to the Business (the “ Transaction ”);

     WHEREAS, it is the intention of the parties to this Agreement that the Transaction provided for herein be treated as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement constitutes a “plan of reorganization” within the meaning of Section 1.368-1(c) of the U.S. Treasury Regulations.

     Now, therefore, in consideration of the mutual agreements, representations, warranties and covenants set forth below, Acquiror and Transferor agree as follows:

ARTICLE I — TRANSFER

      1.1 Agreement to Transfer . At the Closing (as defined below) and except as otherwise specifically provided in Section 1.1(b) , Transferor shall grant, transfer, convey, assign, transfer and deliver ( “Transfer” ) to Acquiror all right, title and interest of Transferor in and to (a) the Business as a going concern, and (b) all of the assets, properties and rights of Transferor, of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, constituting the Business or used, held for use or useful in or otherwise relating to the Business (which Business, assets, properties and rights are herein sometimes called the “ Assets ”), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever.

          (a) Included Assets . The Assets shall include without limitation the following assets, properties and rights of Transferor used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in Section 1.1(b) hereof:

               (i) all computer software and hardware, including without limitation, the hardware and software set forth on Schedule 1.1(a) ;

               (ii) all technologies, methods, formulations, data bases, trade secrets, know-how, inventions and other intellectual property used or under development for use in the Business including, without limitation, any proprietary software developed by Transferor used in the operation of the Business;

               (iii) all rights under any written or oral contracts, agreements, leases, including without limitation for Real Property (as defined below), plans, licenses, certificates used or held for use in the Business, including those set forth on Schedule 3.17 ;

               (iv) all rights under any patent, trademark, service mark, trade name or copyright, whether registered or unregistered, and any applications and registrations therefore, including without limitation, those set forth on Schedule 1.1(a) ;

               (v) all prepaid items, amounts received from customers for future services, customer deposits, unbilled costs and fees;

               (vi) all rights or choses in action arising out of occurrences before or after the Closing, including without limitation all rights arising under any Contract (as defined below) or under express or implied warranties relating to any of the Assets;

               (vii) all other assets, including inventory, and properties reflected on the Most Recent Balance Sheet (as defined below);

               (viii) all toll free and other telephone numbers;

               (ix) all websites and e-mail addresses;

               (x) all information, files, records, data, plans, price lists, operations manuals, contracts and recorded knowledge, including customer, supplier, vendor, and subcontractor lists, related to any of the foregoing; and

               (xi) all other assets used or useful in the Business.

     (b)  Excluded Assets . Notwithstanding the foregoing, the Assets shall not include the assets, properties or rights set forth on Schedule 1.1(b) (the “ Excluded Assets ”).

      1.2 Agreement to Accept Transfer . At the Closing, Acquiror shall accept Transfer of the Assets from Transferor, upon and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of Transferor contained herein, in exchange for the Transfer Price (as defined herein). In addition, Acquiror shall assume at the Closing and agree to pay, discharge or perform, as appropriate, certain liabilities and obligations of Transferor only to the extent and as provided in Section 1.5 of this Agreement. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 1.5 , ACQUIROR SHALL NOT ASSUME OR BE RESPONSIBLE FOR ANY LIABILITIES OR OBLIGATIONS OF THE BUSINESS OR TRANSFEROR.

      1.3 Acquisition Price .

          (a) Acquisition Price . In exchange for the Transfer of the Assets, Acquiror will pay to Transferor a price as described below, subject to adjustment at Closing and after Closing as described below in Section 1.4 (the “ Transfer Price ”). The Transfer Price shall be payable as follows:

               (i) $1,000,000 in Numerex Corp. Class A Common Stock, subject to Rule 144 restrictions (“ Numerex Stock ”), registered in the name of Transferor and delivered at Closing to Salisbury & Ryan LLP, as Escrow Agent, which stock shall be administered and disbursed pursuant to an escrow agreement substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”), which Escrow Agreement shall provide for the release of (X) on the one (1) year anniversary of the Closing Date, one-half of (A) the Numerex Stock, referenced above less (B) any amounts deducted pursuant to Section 1.4(b) and Section 1.4(c), (Y) on the eighteen (18) month anniversary of the Closing Date, one-half of the then remaining balance thereof and (Z) on the two (2) year anniversary of the Closing Date, the then remaining balance;

               (ii) $200,000 in Numerex Stock registered in the name of and delivered to Transferor at the Closing;

               (iii) $800,000 in Numerex Stock, as adjusted pursuant to Section 1.4 , registered in the name of Transferor and delivered at Closing to the Escrow Agent, which stock shall be administered and disbursed pursuant to the Escrow Agreement, which Escrow Agreement shall provide for the release of $400,000 in Numerex Stock, or such lesser amount as may remain after amounts deducted pursuant to Section 1.4 , including Section 1.4(c), on the one (1) year anniversary of the Closing Date and the then remaining balance thereof on the two (2) year anniversary of the Closing Date;

               (iv) an earn-out of $1,500,000 in Numerex Stock, which shall be administered and disbursed pursuant to the Escrow Agreement, which Escrow Agreement shall provide for payment to Transferor over three years as provided in Exhibit B less any amounts deducted pursuant to Section 1.4(c); and

               (v) Assumption of the assumed liabilities, as identified in Section 1.5 .

          (b) The number of shares of Numerex Stock to be delivered or released in connection with the dollar amounts of Numerex Stock in items (a)(i), (ii) and (iii) above shall be determined by dividing the dollar amounts above by $4.80 and the dollar amounts of Numerex Stock in item (a)(iv) above shall be determined by dividing the dollar amounts above by $5.00. To the extent any adjustment is required pursuant to the terms of Section 1.4 , the share reduction or increase shall be determined by dividing the dollar amount of the adjustment by $4.80, as it relates to (a)(i) and (iii) and $5.00, as it relates to (a)(iv).

          (c) The Escrow Agreement shall provide that any Numerex Stock held in escrow shall be released upon a Change of Control. “Change of Control” shall mean (A) the Acquiror ceasing to be an Affiliate (as defined) of Numerex, (B) the acquisition of shares of Numerex by any “person” or “group” (as such terms are used in Rule 13d-3 under the Securities Exchange Act of 1934 as now or hereafter amended) in a transaction or series of transactions that result in such person or group directly or indirectly first owning beneficially more than 50% of any class of Numerex stock after the date of this Agreement, (C) the consummation of a merger or other business combination after which the holders of voting capital stock of Numerex do not collectively own 50% or more of the voting capital stock of the entity surviving such merger or other business combination or the sale, lease, exchange or other transfer in a transaction or series of transactions of all or substantially all of the assets of Numerex or Acquiror or (D) as the result of or in connection with any cash tender offer or exchange offer, merger or other business combination, sale of assets or contested election of directors or any combination of the foregoing transactions (a “Transaction”), the persons who constituted a majority of the members of the Board of Directors of Numerex on the date hereof and persons whose election as members of the Board of Directors was approved by such members then still in office or whose election was previously so approved after the date hereof, but before the event that constitutes a Change of Control, no longer constitute such a majority of the members of the Board of Directors then in office.

1.4 Adjustments to Transfer Price. The Transfer Price shall be subject to adjustment as follows:

     (a) In the event indemnification is required pursuant to Section 8.2(a) of this Agreement as a result of a breach of any representation or warranty contained in Article III, other than as set forth in (b) below, the amount of such Losses (as defined in Section 8.2) shall be offset against the Transfer Price, specifically, first against the Numerex Stock delivered pursuant to Section 1.3(a)(iii) and second against the Numerex Stock delivered pursuant to Section 1.3(a)(iv) .

     (b) In the event indemnification is required pursuant to Section 8.2(a) of this Agreement as a result of a breach by Transferor of the representation and warranty set forth in Section 3.8 relating to undisclosed liabilities, the amount of such Losses shall be offset against the Transfer Price, specifically, first against the Numerex Stock delivered pursuant to Section 1.3(a)(iii) , second against the Numerex Stock delivered pursuant to Section 1.3(a)(i) and third against the Numerex Stock delivered pursuant to Section 1.3(a)(iv) .

     (c) As provided in any agreement delivered pursuant to Section 2.2..

     (d) At Closing, Transferor shall deliver to Acquiror a schedule of assumed short-term and long-term debt obligations, which schedule shall be subject to Acquiror’s approval and thereafter attached to this Agreement as Schedule 1.4(d) .

     (e) At Closing, Transferor shall deliver a schedule as of the Closing Date that shows the extent to which the trade payables and accrued expenses assumed by Acquiror at the Closing hereunder exceed or are less than the total of current and fixed assets ( “adjusted net worth test” ) as reflected on the Transferor’s balance sheet on the Closing Date. For purposes of calculating the adjusted net worth test, balance sheet items shall be determined in accordance

with U.S. generally accepted accounting principles ( “U.S. GAAP” ) consistently applied and fixed assets will be deemed to include net tangible fixed assets and intangible assets including Transferor owned software and trademarks up to an agreed maximum value of $416,000. Also for purposes of calculating the adjusted net worth test, the calculation of accounts payable and accrued expenses shall include liabilities related to the sale of goods and services in the ordinary course of business but shall exclude all liabilities classified as debt obligations (whether long- or short-term), which shall be listed on the schedule delivered pursuant to Section 1.4(d) . At Closing, in the event that the adjusted net worth test is a positive number, then cash included in the current assets would be reduced (and cash deliverable by Transferor to Acquiror at Closing would be concomitantly reduced) to the extent necessary to reduce the adjusted net worth calculation to zero. In the event that the adjusted net worth test calculation at Closing yields a positive number, but the Transferor’s cash balance is zero, the Numerex Stock delivered pursuant to Section 1.3(a)(iii) shall be increased by such remaining positive amount. In the event that the adjusted net worth test calculation at Closing yields a negative number, then the Numerex Stock delivered pursuant to Section 1.3(a)(iii) shall be decreased by an amount equal to such deficit. The Acquiror and Transferor shall agree to the calculation of the adjusted net worth test at Closing and to any necessary Transfer Price adjustments and shall attach such calculation to this Agreement as Schedule 1.4(e) . Forty five (45) days after the Closing Date, the parties shall revise the adjusted net worth test, if necessary, based on updated calculations as of December 31, 2005. Any adjustment to the Numerex Stock based on such post-closing adjusted net worth test shall be evidenced by a revised Schedule 1.4(e) signed by both parties and the corresponding adjustment to the Numerex Stock, if any, shall be made to the Numerex Stock delivered pursuant to Section 1.3(a)(iii).

     (f) Any Transfer Price adjustment pursuant to Section 1.4 shall be effected only by increasing or reducing the amount of Numerex Stock held pursuant to the Escrow Agreement as set forth above.

     (g)  Allocation of Transfer Price . The Transfer Price as finally determined shall be allocated among the Assets acquired hereunder as described on Schedule 1.4(g) . The Parties hereby covenant and agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 1.4(g) or Section 9.3 .

      1.5 Assumption of Liabilities .

          (a) At the Closing, Acquiror shall assume and agree to pay, discharge or perform, as appropriate, only the following liabilities and obligations of Transferor (hereinafter the “Assumed Liabilities”):

               (i) liabilities and obligations under the Assumed Contracts (as defined in Section 3.17 ) solely to the extent arising and relating to periods from and after the Closing Date; and

               (ii) those other liabilities that are expressly set forth on attached Schedule 1.5 .

                    Except as expressly set forth in this Section 1.5(a) , Acquiror is not assuming any liabilities or obligations of, or related to, Transferor or the Business, and Transferor agrees to pay and discharge all such nonassumed liabilities and obligations as and when the same become due and payable.

          (b) Without limiting the foregoing, unless set forth on Schedule 1.5 , in no event shall Acquiror assume or incur any liability or obligation under this Section 1.5 or otherwise in respect of any of the following:

               (i) any liability or obligation under any Assumed Contract (as defined in Section 3.17) arising or relating to any period prior to the Closing Date or any finance or equipment lease obligations, whether related to the Assets or otherwise, other than the Atigen phone system lease;

               (ii) any indebtedness, whether related to the Assets or otherwise;

               (iii) any breach of contract, product liability or similar claim, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Transferor or alleged to have been made by Transferor, or which is imposed or asserted to be imposed by operation of law, to the extent in connection with any service performed or product designed, sold, or leased by or on behalf of Transferor on or prior to the Closing Date;

               (iv) any federal, state or local income or other tax (x) payable with respect to the business, assets, properties or operations of Transferor for any period prior to the Closing Date, or (y) incident to or arising as a consequence of the consummation by Transferor of this Agreement and the transactions contemplated hereby;

               (v) any liability or obligation under or in connection with the Excluded Assets;

               (vi) any liability or obligation to any employees, agents or independent contractors of Transferor or under any benefit arrangement with respect thereto;

               (viii) any customer claims, charge-backs, or related liability or obligation attributable to periods and arising from sales of goods or services occurring prior to the Closing Date not including product returns in the ordinary course of business consistent with past practice; and

               (ix) any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts.

          (c) In connection with the liability to Motorola, Inc. disclosed on Schedule 1.5 , Michael W. Lang, President of Transferor (“Lang”) has executed a Guaranty of even date herewith in favor of Motorola, Inc. (the “Guaranty”). Acquiror agrees to defend, indemnify and hold harmless Lang from any and all claims, losses, damages, liabilities, expenses or costs, including reasonable attorneys’ fees, costs and expenses of investigation, penalties, interest and amounts paid in settlement or otherwise incurred or to be incurred by Lang by reason of, arising out of or related to the Guaranty. In the event that Lang is required to pay any amount to Motorola, Inc. in connection with the Guaranty, Numerex Stock held in escrow sufficient to cover such amount paid by Lang shall be promptly released.

ARTICLE II — CLOSING

      2.1 Closing . The closing (the “ Closing ”) of the sale and Transfer of the Assets shall take place at Duane Morris LLP, 30 S. 17 ^th Street, at 10a.m., local time, on January 2, 2006 or such other date as the Parties may mutually determine (the “ Closing Date ”). The Closing may take place by facsimile, overnight delivery or other means determined acceptable by the parties. The Closing shall be deemed effective for accounting purposes as of 12:01 a.m., January 1, 2006.

      2.2 Items to be Delivered at Closing . At the Closing and subject to the terms and conditions herein contained:

          (a) Transferor shall deliver to Acquiror the following:

               (i) a duly executed bill of sale, assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “ Assignment and Assumption Agreement ”);

               (ii) a duly executed promissory note and related stock pledge agreement by Lang in a form agreed to between Acquiror and Lang (collectively the “Loan Documents” );

               (iii) a duly executed counterpart of the Escrow Agreement;

               (iv) a duly executed counterpart of the Agreement with respect to Lang’s employment terms substantially in the form attached hereto as Exhibit D (the “Severance Agreement” ) and the related Intellectual Property and Non-Competition Agreement substantially in the form attached hereto as Exhibit E (the “Confidentiality Agreement” );

               (v) A duly executed counterpart of the Registration Rights Agreement substantially in the form attached hereto as Exhibit F (the “Registration Rights Agreement” );

               (vi) a duly executed guaranty agreement from Lang guaranteeing Transferor’s obligations to indemnify Acquiror for Losses for breach of Section 3.8 to the extent (A) such breach was committed with Knowledge (as defined in Section 3.9 ) and (B) such Losses exceed the Acquisition Price; provided, however, that such indemnification shall be limited to the dollar amount of liabilities assumed pursuant to Section 1.5 .

               (vii) a legal opinion from Duane Morris LLP, addressed to Acquiror, dated as of the Closing Date, in form and substance satisfactory to Acquiror and its counsel as to (i) Transferor’s good standing, (ii) Transferor’s power and authority, (iii) Transferor’s due execution and delivery of the Agreement and each of the Transaction Documents (as defined in the legal opinion), (iv) enforceability of the Agreement and each of the Transaction Documents, and (v) non-contravention; and

               (viii) a Secretary’s Certificate attaching of Transferor’s Articles of Incorporation and all amendments thereto as in effect on the Closing Date and a certificate of good standing of Transferor issued by the Pennsylvania Secretary of State, dated as of a date not more than thirty (30) days prior to the Closing Date.

and simultaneously with such delivery, all such steps will be taken as may be required to put Acquiror in actual possession and operating control of the Assets.

          (b) Acquiror shall deliver the following:

               (i) a duly executed counterpart of the Escrow Agreement to Transferor;

               (ii) a duly executed counterpart of the Assignment and Assumption Agreement to Transferor;

               (iii) stock certificates representing Numerex Stock to the Escrow Agent pursuant to Section 1.3(a) (675,000 shares of Numerex Stock);

               (iv) a stock certificates representing $200,000 in Numerex Stock issued to Transferor (41,667 shares of Numerex Stock);

               (v) $250,000 in cash representing the loan made by Acquiror to Lang, pursuant to the Loan Documents;

               (vi) a legal opinion from Numerex’s counsel, addressed to Transferor, dated as of the Closing Date, in form and substance satisfactory to Transferor and its counsel as to (A) Acquiror’s and Numerex’s good standing, (B) Acquiror’s and Numerex’s power and authority, (C) Acquiror’s and Numerex’s execution and delivery of the Agreement and each of the Transaction Documents (as defined in the legal opinion), (D) enforceability of the Agreement and each of the Transaction Documents, and (E) non-contravention;

               (vii) a duly executed counterpart to the Severance Agreement to Transferor; and

               (viii) a duly executed counterpart to the Registration Rights Agreement to Transferor.

      2.3 Third-Party Consents . Transferor, at its expense, shall use all commercially reasonable efforts to obtain all Required Consents (as defined below) prior to Closing. To the extent that Transferor’s rights under any agreement, contract, commitment, or other Asset to be assigned or conveyed to Acquiror hereunder may not be assigned without the consent of another person which has not been obtained at or prior to Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Acquiror’s rights under the Asset in question so that Acquiror would not in effect acquire the benefit of all such rights, Transferor, to the maximum extent permitted by law and the Asset, shall act after the Closing as Acquiror’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Asset, with Acquiror in any other reasonable arrangement designed to provide such benefits to Acquiror.

      2.4 Power of Attorney . Without limiting any provisions hereof, Transferor hereby agrees constitutes and appoints Acquiror, its successors and assigns, as the true and lawful attorney of Transferor with full power of substitution in the name of Acquiror or in the name of Transferor but for the benefit and at the expense of Acquiror, but in all events only as relates to the Assets: (a) to institute and prosecute all proceedings which Acquiror may deem proper in order to collect, assert or enforce any right or title of any kind in or to the Assets, to defend or compromise any and all actions, suits or proceedings in respect of any of the Assets and to do all such acts and things in relation thereto as Acquiror shall deem advisable, and (b) to take all actions which Acquiror may deem proper in order to provide for Acquiror the benefits under any contracts, licenses, sales orders or sales orders included in the Assets. Transferor acknowledges that the powers provided pursuant to this Section 2.4 are coupled with an interest and shall be irrevocable by Transferor or by its subsequent dissolution or in any manner or for any reason. Acquiror shall be entitled to retain for its own account any amounts collected pursuant to Section 2.4 , including any amounts payable as interest in respect thereof.

      2.5 Further Assurances . Transferor, from time to time after the Closing, at Acquiror’s request, will execute, acknowledge and deliver to Acquiror all such other instruments of conveyance and transfer and will take all such other actions and execute and deliver such other documents, certifications and further assurances as Acquiror may require in order to vest more effectively in Acquiror, or to put Acquiror more fully in possession of, any of the Assets, or to better enable Acquiror to complete, perform or discharge any of the liabilities or obligations assumed by Acquiror at the Closing pursuant to Section 1.5 hereof. Each of the parties hereto will cooperate with the other and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence and confirm the intended purposes of this Agreement.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

     Transferor represents and warrants to Acquiror that, except as set forth in the Disclosure Schedules, the statements contained in this Article III are correct and complete as of the date of this Agreement and as of the Closing Date (as though made on such date).

      3.1 Corporate Existence . Transferor is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Transferor is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of the Business by it requires it to be so qualified, all of which jurisdictions are listed on Schedule 3.1 .

      3.2 Corporate Power; Authorization; Enforceable Obligations . Transferor has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Business as now being conducted, and Transferor has all required power and authority to execute and deliver this Agreement and all other agreements, instruments and documents to be delivered by Transferor hereunder (the “ Related Documents ”) and to perform the obligations to be performed by Transferor hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Related Documents by Transferor have been duly authorized by all necessary corporate action. This Agreement has been, and the Related Documents will be, duly executed and delivered by a duly authorized officer of Transferor, and this Agreement constitutes, and the Related Documents when executed and delivered (assuming due execution and delivery by parties other than Transferor) will constitute, the legal, valid and binding obligations of Transferor, enforceable against Transferor in accordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

      3.3 Relations with Customers and Suppliers . Except as set forth on Schedule 3. 3, there are no facts or circumstances known to Transferor in the dealings between the Transferor and any of the Transferor’s customers or vendors that would (a) materially inhibit or preclude the performance of the Assumed Contracts by Acquiror after the Closing or (b) cause Transferor or any such vendor or customer to cease providing goods and services in the same manner, at the same volume and at the same price as currently provided. No customer or vendor to the Company has given notice or in the past twelve (12) months threatened not to renew any Assumed Contract or to otherwise discontinue purchasing or procuring goods or services of or to the Transferor, and Transferor has no reason to believe that any loss of any customer or supplier will result because of the consummation of the transactions contemplated hereby.

      3.4 Noncontravention . Neither the execution, delivery or performance by Transferor of this Agreement or any of the Related Documents, nor the consummation by Transferor of the transactions contemplated hereby or thereby, nor compliance by Transferor with any provision hereof or thereof will: (a) conflict with or result in a breach of any provision of the articles of incorporation, bylaws and any shareholder agreements of the Transferor; (b) violate any provision of law, statute, rule or regulation, or any order, writ, injunction, permit, judgment,

decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either Transferor or the Business; or (c) violate, result in a breach of, constitute (with due notice or lapse of time or both) a default under, give any party the right to terminate, modify, accelerate or otherwise change the existing rights or obligations