MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.1

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

UNION STREET ACQUISITION CORP.,

RAZOR BUSINESS STRATEGY CONSULTANTS LLC,

AND

THE MEMBERS OF RAZOR BUSINESS STRATEGY

CONSULTANTS LLC

DATED AS OF FEBRUARY 26, 2008

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TABLE OF CONTENTS

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2008, by and among Union Street Acquisition Corp., a Delaware corporation, or its designee (“Buyer”), Razor Business Strategy Consultants LLC, a Texas limited liability company (the “Company”), the undersigned members of the Company (each, a “Seller” and collectively, the “Sellers”) and the Representatives (as defined in Section 1.4), solely in their capacity as Representatives to acknowledge their duties and obligations related to the same.

R E C I T A L S

WHEREAS, Sellers own, in the aggregate, 100% of the membership interests in the Company (collectively, the “Membership Interests”), with each Seller individually owning the percentage of Membership Interests set forth on Schedule A; and

WHEREAS, Sellers desire to sell the Membership Interests to Buyer, and Buyer desires to purchase the Membership Interests from Sellers, in each case upon the terms and subject to the conditions set forth in this Agreement (the purchase and sale of the Membership Interests is referred to in this Agreement as the “Acquisition”); and

WHEREAS, the Board of Directors of the Buyer has unanimously (i) determined that the Acquisition is fair to, and in the best interests of, Buyer and its stockholders, (ii) approved this Agreement, the Acquisition, the Escrow Agreement and the other transactions contemplated by this Agreement and (iii) determined to recommend that the stockholders of Buyer adopt and approve this Agreement, the Escrow Agreement and the other transactions contemplated by this Agreement, and approve the Acquisition.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows (defined terms used in this Agreement are listed alphabetically in Article X, together with the Section and, if applicable, paragraph number in which the definition of each such term is located):

ARTICLE I

PURCHASE AND SALE

1.1 Purchase and Sale of the Membership Interests .

(a) At the Closing (as defined in Section 1.2 ) and subject to and upon the terms and conditions of this Agreement, Sellers agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Sellers, the Membership Interests free and clear of all Liens.

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(b) Subject to the terms and conditions set forth herein, the aggregate purchase price to be paid to the Sellers for the Membership Interests is $30,000,000 (the “Purchase Price”), which shall consist of the following:

(i) $20,000,000 in cash (the “Cash Consideration”); and

(ii) 1,315,789 shares of common stock of Buyer, par value $0.0001 per share (“Buyer Common Stock”), which shall equal approximately $10,000,000, calculated based on a fixed price of $7.60 per share (as equitably adjusted to appropriately reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Common Stock occurring on or after the date hereof and prior to the Closing Date) (the “Stock Consideration”), of which 394,736 shares shall be placed in escrow as provided in Section 1.7 .

The Purchase Price shall be paid as provided in Section 1.3 and shall be subject to adjustment as provided below and in Section 1.6 .

(c) The Cash Consideration shall be reduced on a dollar for dollar basis to account for any Indebtedness of the Company existing at the time of the Closing.

(d) The parties acknowledge the Razor Business Strategy Consultants, LLC Bonus Plan (“Razor Bonus Plan”), to be adopted by the Company prior to Closing, pursuant to which certain employees of the Company are entitled to receive bonus compensation aggregating 65,790 shares of Buyer Common Stock and $265,000 in cash. At the Closing, Buyer shall deliver stock and cash to such employees in satisfaction of the Company’s obligation under said Plan. Correspondingly, the Stock Consideration otherwise payable at Closing for the Membership Interests shall be reduced by 65,790 shares and the Cash Consideration otherwise payable at Closing shall be reduced by $265,000, said reductions apportioned among the Sellers as set forth in the Plan. Any withholding taxes required to be withheld from payments made to employees shall reduce the cash payable to the respective employees and shall be retained by Buyer for use in satisfying the Company’s withholding obligations.

1.2 Closing Date . The closing of the Acquisition (the “Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”), counsel to Buyer, at 666 Third Avenue, New York, New York 10017, at a time and date to be specified by the parties, which shall be no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile.

1.3 Transactions to be Effected at the Closing .

(a) At the Closing Buyer shall deliver, or cause to be delivered:

(i) to each Seller, in the amounts as set forth on Schedule A, such Seller’s Cash Consideration in immediately available funds by wire transfer to an account designated by such Seller to Buyer in writing no later than three Business Days prior to the Closing Date;

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(ii) to each Seller, duly executed stock certificates representing each Seller’s Stock Consideration, in the amounts as set forth on Schedule A;

(iii) duly executed employment agreements, substantially in the form of Exhibit A , for each of David Kirwan and Thomas Cole;

(iv) to SunTrust Bank as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into at Closing, by and among Buyer, the Representatives (as defined in Section 1.4 ) and the Escrow Agent, substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), duly executed stock certificates representing 394,736 shares of Buyer Common Stock to be held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, as provided in Section 1.7 ; and

(v) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement.

(b) At the Closing Sellers shall deliver, or cause to be delivered to Buyer:

(i) receipt for the payment of each Seller’s cash consideration;

(ii) duly executed employment agreements, substantially in the form of Exhibit A , for each of David Kirwan and Thomas Cole;

(iii) certificates, if any, representing each Seller’s Membership Interests, together with signed stock powers evidencing the sale of each Seller’s Membership Interests to Buyer, and such other documents or instruments of transfer, if any, in such form as shall be necessary or appropriate to vest in the Buyer good and marketable title to each Seller’s Membership Interests; and

(iv) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement.

1.4 Sellers’ Representatives .

(a) In order to administer efficiently (i) the implementation of the Agreement on behalf of the Sellers and (ii) the settlement of any dispute with respect to this Agreement or the Escrow Agreement, the Company and the Sellers hereby designate David Kirwan and Thomas Cole as the Sellers’ representatives (the “Representatives”), and authorize the Representatives to enter into the Escrow Agreement on their behalf in accordance with the terms and conditions of this Agreement.

(b) From and after the Closing, the Company and the Sellers hereby authorize the Representatives (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the Sellers or the settlement of any dispute, including, without limitation, with regard to matters pertaining to the indemnification provisions of this Agreement and the Escrow Agreement, (ii) to give and receive all notices required to be given under the Agreement and the Escrow Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Sellers by the terms of this Agreement and the Escrow Agreement.

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(c) In the event that both Representatives die, become legally incapacitated or resign from such position, another individual designated by the Sellers, who shall be identified to Buyer as soon as practicable, shall fill such vacancy and shall be deemed to be the Representative for all purposes of this Agreement; provided, however, that no change in the Representative shall be effective until Buyer is given written notice of such change by the Sellers.

(d) All decisions and actions by the Representatives as provided in this Section 1.4 or under the Escrow Agreement shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same.

(e) By their execution and/or approval of this Agreement and the Acquisition, Company and the Sellers agree that:

(i) Buyer shall be able to rely conclusively on the instructions and decisions of the Representatives as to any actions required or permitted to be taken by the Sellers or the Representatives hereunder and under the Escrow Agreement, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reasonable reliance upon the instructions or decisions of the Representatives;

(ii) all actions, decisions and instructions of the Representatives shall be conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Representatives for any action taken, decision made or instruction given by the Representatives under this Agreement or the Escrow Agreement, except for fraud or willful breach of this Agreement by the Representatives; and

(iii) the provisions of this Section 1.4 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Company and the Sellers to the Representatives and shall be binding upon the executors, heirs, legal representatives and successors of each member of the Company.

(f) All fees and expenses incurred by the Representatives shall be paid by the Sellers severally to the extent of their pro rata interest in the aggregate of the Purchase Price.

(g) In taking any action hereunder and under the Escrow Agreement, the Representatives shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it, in its good faith judgment, to be sufficient; provided, however, that the Representatives shall not waive any rights with respect to any individual Seller’s interest(s) if such waiver would have the effect of disproportionately and adversely affecting such individual Seller as compared to the interests of the other Sellers, without the prior consent of two thirds of the Sellers based on their membership interest immediately prior to the Closing. The Representatives shall not be liable to Buyer or the Sellers for any act performed or omitted to be performed by it in the good faith exercise of its duties and shall be liable only in the case of bad faith or willful misconduct or

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gross negligence. The Representatives may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Representatives shall not be responsible for determining or verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Representatives may be replaced at any time by affirmative vote or written consent of two thirds of the Sellers based on their membership interest immediately prior to the Closing.

1.5 Closing Working Capital .

(a) Within 75 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to the Representatives an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis substantially consistent with those used in the preparation of the Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Closing Working Capital, the amount will be adjusted to account for the difference between the 2008 budgeted capital expenditures through the Closing Date detailed on Schedule 1.5(a) (the “Budgeted Capital Expenditures”), and the actual capital expenditures made with respect to the items detailed on Schedule 1.5(a) through the Closing Date (the “Actual Capital Expenditures”). To the extent the amount of the Budgeted Capital Expenditures exceeds the Actual Capital Expenditures incurred, the Closing Working Capital will be reduced in accordance with this Section 1.5(a). To the extent the Actual Capital Expenditures incurred exceeds the amount of Budgeted Capital Expenditures, and such excess is approved in writing by Buyer, then the Closing Working Capital will be increased in accordance with this Section 1.5(a).

(b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Representatives’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement.

(c) Unless the Representatives deliver the Notice of Objection to Buyer within the Review Period, Sellers shall be deemed to have accepted Buyer’s calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver the Notice of Objection to Buyer within the Review Period, Buyer and the Representatives shall, during the 45 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital.

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If, at the end of such period or any mutually agreed extension thereof, Buyer and the Representatives are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to Grant Thornton LLP (or, if such firm shall decline or is unable to act, or has a material relationship with Buyer or Sellers or any of their respective Affiliates or any other material conflict of interest) another nationally recognized independent accounting firm mutually acceptable to Buyer and the Representatives (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 1.5 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Working Capital set forth in the Closing Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and the Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided that in no event shall Closing Working Capital as determined by the Independent Expert be less than Buyer’s calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more than the Representatives’ calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decision.

1.6 Adjustment of Purchase Price . (a) “Final Working Capital” means the Closing Working Capital (i) as shown in the Closing Working Capital Statement delivered by Buyer to the Representatives pursuant to Section 1.5(a) , if no Notice of Objection with respect thereto is timely delivered by the Representatives to Buyer pursuant to Section 1.5(b) ; or (ii) if a Notice of Objection is so delivered, (A) as agreed by Buyer and Sellers pursuant to Section 1.5(c) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 1.5(c) . If Final Working Capital is less than $1,350,000, Sellers shall pay to Buyer, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 1.6(b) , an amount equal to the difference between $1,350,000 and Final Working Capital (the “Deficit Amount”). If Final Working Capital exceeds $1,350,000, Buyer shall pay to Sellers, in the manner and with interest as provided in Section 1.6(b) , an amount equal to the difference between Final Working Capital and $1,350,000 (the “Excess Amount”), in proportion to each Seller’s membership interest immediately prior to the Closing.

(b) Within three Business Days after Final Working Capital has been finally determined pursuant to Section 1.5 , (i) if there is a Deficit Amount, Sellers shall pay to Buyer, in proportion to each Seller’s membership interest immediately prior to the Closing, an amount equal to such Deficit Amount, together with interest calculated as set forth below, and (ii) if there is an Excess Amount, Buyer shall pay to Sellers, in proportion to each Seller’s membership interest immediately prior to the Closing, an amount equal to such Excess Amount, together with interest calculated as set forth below. Any such payment shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer or Sellers, as the case may be, at least one Business Day prior to such transfer. The amount of any payment to be made pursuant to this Section 1.6 shall bear interest from and

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including the Closing Date to but excluding the date of payment at a rate per annum equal to the federal funds rate as published by the Wall Street Journal in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding.

(c) Any rights accruing to a party under this Section 1.6 shall be in addition to and independent of the rights to indemnification under Article VIII and any payments made to any party under this Section 1.6 shall not be subject to the terms of Article VIII.

1.7 Escrow . At the Closing Buyer shall deposit in escrow, to be held during the period ending 45 days immediately following the first date of filing of Buyer’s Annual Report on Form 10-K, which audited financial statements include the financial statements of the Company on a consolidated basis (“Escrow Period”), 394,736 shares of Buyer Common Stock from the Stock Consideration to be received by Sellers as a result of the Acquisition (the “Escrow Amount”), which such shares shall be allocated to the Sellers in accordance with the terms and conditions of the Escrow Agreement. Subject to Article VIII, on the first business day following the conclusion of the Escrow Period, the Escrow Agent shall deliver the Escrow Amount, less any amount applied in satisfaction of a claim for indemnification and any amount then in dispute related to the indemnification obligations set forth in Article VIII, to the Sellers. The remaining Escrow Amount, to the extent not applied in satisfaction of a claim for indemnification, will be distributed to Sellers promptly upon resolution of the dispute or claim.

ARTICLE II

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

A. Subject to the exceptions set forth in the schedules attached hereto (the “Company Schedule”), the Company and the Sellers jointly and severally represent and warrant to Buyer, as follows (as used in this Article II and elsewhere in this Agreement, the term “Company” includes the Subsidiaries, as hereinafter defined, unless the context clearly otherwise indicates):

2.1 Organization and Qualification . (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of Texas and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Company to be conducted. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Sellers or the Company to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the articles of organization and limited liability regulations (or other comparable governing instruments with different names) (collectively referred to herein as “Charter Documents”) of the Company, as amended and currently in effect, have been heretofore delivered to Buyer or Buyer’s counsel. The Company is not in violation of any of the provisions of its Charter Documents.

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(b) The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 2.1.

(c) The minute books of the Company contain records of all meetings and consents in lieu of meetings of its managers (and any committees thereof), similar governing bodies and members (“Company Records”) since January 1, 2003 which are true, complete and accurate in all material respects. Copies of such Company Records of the Company have been heretofore made available to Buyer or Buyer’s counsel.

(d) The membership interest transfer, warrant and option transfer and ownership records of the Company contain true, complete and accurate records of the securities ownership as of the date of such records and the transfers involving the membership interests and other securities of the Company since January 1, 2003. Copies of such records of the Company have been heretofore made available to Buyer or Buyer’s counsel.

2.2 Subsidiary . (a) The Company has only one subsidiary that is listed on Schedule 2.2 (the “Subsidiary”). Except as set forth on Schedule 2.2, the Subsidiary is inactive and has no assets or liabilities. Except for the Subsidiary, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b) The Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization (as listed on Schedule 2.2) and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Company to be conducted. The Subsidiary is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by the Company to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or such Subsidiary. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been heretofore delivered to Buyer or Buyer’s counsel. The Subsidiary is not in violation of any of the provisions of its Charter Documents.

(c) The Subsidiary is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its

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activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiary. Each jurisdiction in which Subsidiary is so qualified or licensed is listed in Schedule 2.2.

(d) Except as set forth in Schedule 2.2(d), the minute books of the Subsidiary contain records of all meetings and consents in lieu of meetings of its directors (and any committees thereof), similar governing bodies and shareholders since April 8, 2005, which are true, complete and accurate in all material respects. Copies of the Company Records of the Subsidiary have been heretofore made available to Buyer or Buyer’s counsel.

2.3 Capitalization . (a) The authorized, issued and outstanding membership or percentage interests of the Company consist of membership interests, of which 100% are issued and outstanding and owned by the Sellers as set forth on Schedule A. Neither the Company nor any Seller has any liability relating to membership or percentage interests of the Company owned previously by any third party. Except as set forth in Schedule 2.3(a), each Seller individually represents and warrants that such Seller owns his or her Membership Interests free and clear of all Liens. All such Membership Interests are duly authorized, validly issued, and were issued in compliance with all federal, state and local rules, laws and regulations. The designations, powers preferences, rights, qualifications, limitations and restrictions, if any, in respect of such Membership Interests are set forth in the Company’s Limited Liability Company Regulations (the “LLC Regulations”), a copy of which has been provided to the Buyer, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. There are no outstanding warrants, options, rights, agreements, convertible securities, appreciation rights, joint venture, partnership or other commitments of any nature relating to the Membership Interests of the Company. There are no voting trusts or other similar agreements with respect to the voting of any of the Membership Interests.

(b) Except as contemplated by this Agreement and except as set forth in Section 2.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(c) Except as contemplated by this Agreement and except as set forth on Schedule 2.3(c) hereto, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

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(d) The authorized and outstanding capital stock of the Subsidiary is set forth in Schedule 2.3(d) hereto. Except as set forth in Schedule 2.3(d), the Company owns all of the outstanding capital stock of the Subsidiary, free and clear of all Liens. There are no outstanding options, warrants or other rights to purchase securities of the Subsidiary.

2.4 Authority Relative to this Agreement . The Company has all necessary limited liability company power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby (including the Acquisition). The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the Acquisition) have been duly and validly authorized by all necessary action on the part of the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the Texas Limited Liability Company Act and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5 No Conflict; Required Filings and Consents . (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company shall not, (i) conflict with or violate the Company’s or Subsidiary’s Charter Documents, (ii) conflict with or violate any Legal Requirements (as defined in Section 11.2(b) ), (iii) except as set forth in Schedule 2.5, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or pursuant to, any Company Contracts or (iv) except as set forth in Schedule 2.5, result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company.

(b) The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign governmental entity (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act of 1934, as amended (the “Exchange Act”) or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

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Effect on the Company or, after the Closing, the Buyer, or prevent consummation of the Acquisition or otherwise prevent the parties hereto from performing their obligations under this Agreement.

2.6 Compliance . The Company and its Subsidiary have complied with and are not in violation of any Legal Requirements with respect to the conduct of their businesses, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company or the Subsidiary. The Company and its Subsidiary are not in default or violation of any term, condition or provision of any applicable Charter Documents. Except as set forth in Schedule 2.6, no written notice of non-compliance with any Legal Requirements has been received by the Company or its Subsidiary (and the Company has no knowledge of any such notice delivered to any other Person). The Company and its Subsidiary are not in violation of any term of any Company Contract, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company or its Subsidiary.

2.7 Financial Statements . (a) Sellers have provided to Buyer a correct and complete copy of the audited consolidated financial statements (including any related notes thereto) of the Company and its Subsidiary for the fiscal years ended December 31, 2005 and December 31, 2006 (the “Audited Financial Statements”). The Audited Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company and its Subsidiary at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

(b) Sellers have provided to Buyer a correct and complete copy of the unaudited consolidated financial statements (including, in each case, any related notes thereto) of the Company and its Subsidiary for the quarterly period ended December 31, 2007 (the “Unaudited Financial Statements”). The Unaudited Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the financial position of the Company and its Subsidiary at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company.

(c) Since January 1, 2004, the books of account, minute books, membership interest or stock certificate books and membership interest or stock transfer ledgers and other similar books and records of the Company and its Subsidiaries have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which are not so set forth.

(d) Except as otherwise noted in the Audited Financial Statements or the Unaudited Financial Statements, or as set forth in Schedule 2.7(d), the accounts and notes receivable of the Company and its Subsidiaries reflected on the balance sheets included in the

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Audited Financial Statements and the Unaudited Financial Statements (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein, and (iv) except as set forth in Schedule 2.7(d), are not the subject of any actions or proceedings brought by or on behalf of the Company or any of its Subsidiaries.

(e) Significant deficiencies in the financial reporting of the Company and its Subsidiaries which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud whether or not material that involves management or other employees who have a significant role in financial reporting, have been adequately and promptly disclosed to the independent accountants and management of the Company as required by applicable Legal Requirements.

(f) Sellers have provided to Buyer a complete and correct copy of the unaudited balance sheet of the Company as of December 31, 2007. As part of the recording of the purchase of production materials for its customers, the Company records entries to its balance sheet to record the receivable from such customer, as well as the associated liability to its vendor. As of December 31, 2007, all such entries are fully reconciled such that upon closing of all of the projects included in these accounts, the Company will not realize an expense in excess of $50,000.00 to be recognized in the Company’s income statement.

2.8 No Undisclosed Liabilities . Except as set forth in Schedule 2.8 hereto, to the knowledge of Sellers, the Company and its Subsidiary have no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Unaudited Financial Statements which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except: (a) liabilities provided for in or otherwise disclosed in the balance sheet included in the Unaudited Financial Statements, and (b) such liabilities arising in the ordinary course of the Company’s and its Subsidiary’s business since December 31, 2006, none of which would have a Material Adverse Effect on the Company or its Subsidiary.

2.9 Absence of Certain Changes or Events . Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, there has not been: (a) any Material Adverse Effect on the Company or its Subsidiary, (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business

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consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

2.10 Litigation . Except as disclosed in Schedule 2.10 hereto, there are no claims, suits, actions or proceedings pending or to Sellers’ knowledge, threatened against the Company or its Subsidiary, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on the Company or its Subsidiary or have a Material Adverse Effect on the ability of the parties hereto to consummate the Acquisition.

2.11 Employee Benefit Plans and Compensation . (a)  Definitions . With the exception of the definition of “Affiliate” set forth in this Section 2.11(a) below (which definition shall apply only to this Section 2.11 ), for purposes of this Agreement, the following terms shall have the following respective meanings:

“Affiliate” shall mean any other person or entity under common control with the Company or any of its Subsidiaries within the meaning of Section 414(b) , (c) , (m)  or (o)  of the Code and the regulations issued thereunder.

“Company Employee Plan” shall mean any material plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, membership interests, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten, funded or unfunded, including without limitation, each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has during the six years preceding the Closing Date been maintained, contributed to, or required to be contributed to, by the Company, any of its Subsidiaries or any Affiliate for the benefit of any Employee, or with respect to which the Company, any of its Subsidiaries or any Affiliate has or would reasonably be expected to have any liability or obligation, and any International Employee Plan.

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“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations, as defined hereinafter.

“DOL” shall mean the United States Department of Labor.

“Employee” shall mean any current or former employee, consultant, officer, director, or manager of the Company, any of its Subsidiaries or any Affiliate.

“Employee Agreement” shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, or similar agreement or contract (including, without limitation, any offer letter or any agreement providing for acceleration of company membership interests or stock options, or any other material agreement providing for compensation or benefits) between the Company, any of its Subsidiaries or any Affiliate and any Employee.

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

“FMLA” shall mean the Family Medical Leave Act of 1993, as amended.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“International Employee Plan” shall mean each Company Employee Plan or Employee Agreement that is maintained by the Company, any of its Subsidiaries or any Affiliate, whether formally or informally or with respect to which the Company, any of its Subsidiaries or any Affiliate will or may have any liability with respect to employees who perform services for the Company, any Subsidiary or any Affiliate outside the United States.

“IRS” shall mean the United States Internal Revenue Service.

“PBGC” shall mean the United States Pension Benefit Guaranty Corporation.

“Pension Plan” shall mean any Company Employee Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA.

(b) Schedule 2.11(b) hereto sets forth a complete and accurate list of each Company Employee Plan and each Employee Agreement. Neither the Company nor its Subsidiary has made any plan or commitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Company Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer in writing, or as required by this Agreement), or to enter into any Company Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. Schedule 2.11(b) hereto sets forth a table setting forth the name, position and salary of each employee of the Company and each Subsidiary.

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(c) Documents . The Sellers have provided to Buyer: (i) correct and complete copies of all material documents embodying each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto and written interpretations thereof and all related trust documents; (ii) the recent annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan, as applicable; (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan that is subject to such requirements; (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (vi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company or its Subsidiary; (vii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years; (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.

(d) Employee Plan Compliance . The Company and its Subsidiary has performed in all material respects with the obligations required to be performed by it under, is not in default or violation of, and Sellers have no knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and any trust intended to qualify under Section 501(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. To the knowledge of the Sellers, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of Sellers, threatened (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to Buyer, the Company, its Subsidiary or any Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, DOL, or any other Governmental Entity with

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respect to any Company Employee Plan. To the knowledge of the Sellers, neither the Company, nor its Subsidiary nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and its Subsidiary has made or accrued all contributions and other payments required by and due under the terms of each Company Employee Plan.

(e) No Pension Plan . Neither the Company, its Subsidiary nor any Affiliate has, during the six years preceding the Closing Date, maintained, established, sponsored, participated in, or contributed to, any Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code.

(f) No Self-Insured Plan . Neither the Company, its Subsidiary nor any Affiliate has, during the six years preceding the Closing Date, maintained, established sponsored, participated in or contributed to any self-insured “welfare plan” (as defined in Section 3(1) of ERISA) that provides benefits to employees (including, without limitation, any such plan pursuant to which a stop-loss policy or contract applies).

(g) Collectively Bargained, Multiemployer and Multiple-Employer Plan . At no time during the six years preceding the Closing Date has the Company, its Subsidiary or any Affiliate contributed to or been obligated to contribute to any “Multiemployer Plan” as defined in Section 3(37) of ERISA. Neither the Company, its Subsidiary, nor any Affiliate has at any time during the six years preceding the Closing Date maintained, established, sponsored, participated in or contributed to any “multiple employer plan” within the meaning of Section 210(a) of ERISA or to any plan described in Section 413 of the Code.

(h) No Post-Employment Obligations . No Company Employee Plan or Employee Agreement provides, or reflects or represents any material liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any Employee or any dependent of any Employee, except as may be required by COBRA or other applicable statute, and neither the Company nor its Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) that such employee(s) or their dependents would be provided with retiree life insurance, retiree health or other retiree employee welfare benefits, except to the extent required by statute.

(i) COBRA; FMLA; HIPAA . The Company, each Subsidiary and each Affiliate has, prior to the Closing, complied in all material respects with the requirements of COBRA, FMLA, HIPAA, the Women’s Health and Cancer Rights Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and any similar provisions of state law applicable to its employees. To the knowledge of the Sellers, neither the Company nor its Subsidiary has unsatisfied obligations to any employees or qualified beneficiaries pursuant to COBRA, HIPAA or any state law governing health care coverage or extension.

(j) Effect of Transaction . The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan or Employee Agreement that will or may result in any payment (whether of

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severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits or be deemed a “parachute payment” under Section 280G of the Code with respect to any Employee.

(k) Employment Matters . The Company and its Subsidiary: (i) is in compliance in all material respects with applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, termination of employment, employee safety and wages and hours, and in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, its Subsidiary, or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or to Sellers’ knowledge, threatened or reasonably anticipated claims or actions against Company, its Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy. To Sellers’ knowledge, no employee of the Company or its Subsidiary has violated any employment contract, nondisclosure agreement, non-competition or non-solicitation agreement by which such employee is bound due to such employee (i) being employed by the Company or its Subsidiary, and (ii) disclosing to the Company or its Subsidiary, or using, trade secrets or proprietary information of any other person or entity. The services provided by each of the Company’s, each Subsidiary’s and their Affiliates’ Employees is terminable at the will of the Company and its Affiliates.

(l) No Interference or Conflict . To the knowledge of Sellers, no member or Employee of the Company or its Subsidiary is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to promote the interests of the Company or its Subsidiary or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members or Employees in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge of Sellers, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such members or Employees is now bound.

(m) International Employee Plan . Neither the Company, its Subsidiary, nor any Affiliate has an obligation to maintain, establish, sponsor, participate in, be bound by or contribute to any International Employee Plan.

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2.12 Labor Matters . Neither the Company, nor its Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiary, nor do Sellers know of any activities or proceedings of any labor union to organize any such employees.

2.13 Restrictions on Business Activities . Except as disclosed in Schedule 2.13 hereto, to Sellers’ knowledge, there is no agreement, commitment, judgment, injunction, order or decree binding upon the Company, its Subsidiary, its assets or to which the Company or its Subsidiary is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or its Subsidiary, any acquisition of property by the Company and its Subsidiary, or the conduct of business by Company or its Subsidiary as currently conducted other than such effects, individually or in the aggregate, which have not had and could not reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiary.

2.14 Title to Properties; Absence of Liens and Encumbrances . (a)  Real Property Owned or Leased by the Company . Schedule 2.14(a) hereto lists each parcel of real property currently owned, leased, subleased or licensed by the Company or its Subsidiary.

(b) Owned Real Property . Set forth in Schedule 2.14(b) hereto is a complete list of all real property and interests in real property owned in fee simple by the Company or its Subsidiary (the “Owned Real Property”). The Company and the Subsidiary of the Company have good and valid fee simple title, free of any Liens, except Permitted Liens, to the Owned Real Property.

(c) Leases . True, correct and complete copies of all leases, subleases or licenses for each parcel of real property currently leased, subleased or licensed by the Company or its Subsidiary (the “Leased Real Property”), together with any assignments, guaranties or amendments thereto (collectively, the “Lease Documents”) have been delivered or made available to Buyer. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, all such current leases, subleases and licenses are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries or, to Sellers’ knowledge, by the other party to such lease, sublease or license.

(d) Liens . Except as disclosed in Schedule 2.14(a) or Schedule 2.14(b) hereto, the Company and each of its Subsidiaries owns or has valid leasehold fee interests in all of their respective properties and assets (other than assets disposed of in the ordinary course of business since December 31, 2006), free and clear of all encumbrances except for defects in title, easements, encroachments, restrictive covenants and similar encumbrances or impediments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth on Schedule 2.14(a) hereto, neither the Company nor any of its Subsidiaries is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). Neither the Company nor

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any of the Subsidiaries is a party to any agreement or option to purchase any real property or interest therein other than options for renewal of Leased Real Property for the benefit of the Company or its applicable Subsidiary.

(e) Entire Interest . Except as set forth in Schedule 2.14(e) hereto, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Real Property other than in the ordinary course of business. Except as set forth in Schedule 2.14(e) hereto, neither the Company nor any of its Subsidiaries has vacated or abandoned any portion of the Real Property or given notice to any third party of their intent to do the same.

(f) Condemnation . Except as set forth on Schedule 2.14(g) hereto, neither the Company nor any applicable Subsidiary of the Company has received written notice of an expropriation or condemnation proceeding pending, threatened or proposed against the Real Property.

2.15 Accounts Receivable . The accounts receivable of the Company and its Subsidiary as set forth on the Interim Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, and (b) not subject to valid defenses, set-offs or counterclaims. The allowance for collection losses on the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2007 (the “Interim Balance Sheet”) has been determined in accordance with GAAP consistent with past practice.

2.16 Condition of Tangible Assets . All buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets which are owned, leased or used by the Company or its Subsidiary are structurally sound, are in good operating condition and repair (subject to normal wear and tear given the use and age of such assets), are usable in the regular and ordinary course of business and conform in all material respects to all laws and authorizations relating to their construction, use and operation. No Person other than the Company, the Subsidiary of the Company and holders of Permitted Liens, but solely to the extent of such Permitted Liens, owns, or has any interest in, any equipment or other tangible assets or properties owned, leased or used by the Company or its Subsidiary.

2.17 Suppliers and Customers . Schedule 2.17 sets forth with respect to each of the Company and its Subsidiary (a) each supplier, other than those for which the amount procured is re-billed to the Company’s customer, from whom purchases exceeded $300,000 in the year ended December 31, 2006 or December 31, 2007 or that is otherwise material to the Company or its Subsidiary; (b) each supplier for which the amount procured is re-billed to the Company’s customer, from whom purchases exceeded $2,000,000; (c) each supplier who constitutes a sole source of supply to the Company or its Subsidiary; and (d) with respect to each year ended December 31, 2006 or December 31, 2007 and the one-month period ended January 31, 2008, each customer that has contributed in excess of 4% percent of the Company’s revenues on a consolidated basis for such year or period. The relationships of each of the Company and its Subsidiary with each such supplier and customer are good commercial working relationships.

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No such supplier or customer has canceled or otherwise terminated, or threatened to cancel or otherwise terminate, its relationship with the Company or its Subsidiary. None of Sellers, the Company or the Subsidiary of the Company has received notice that any such supplier or customer may cancel or otherwise materially and adversely modify its relationship with the Company or the Subsidiary of the Company or limit its services, supplies or materials to the Company or the Subsidiary of the Company, either as a result of the Acquisition or otherwise.

2.18 Taxes .

(a) Definitions. For the purposes of this Agreement,

(i) “Tax” or “Taxes” refers to (i) any federal, state, county, local, foreign, or other ad valorem, alternative or add-on minimum, capital stock, communications, custom, disability, duty, employment, environmental, escheat, estimated, excise, franchise, gross income, gross receipts, license, net income, occupation, payroll, premium, profits, property, registration, sales, severance, social security, stamp, transfer, unclaimed property, unemployment, use, utility, value-added, wage, windfall profits, withholding, and other taxes, government fees, or other assessments of any kind whatsoever; (ii) any interest, penalties, additions to tax, or additional amount imposed by any Taxing Authority with respect thereto, whether disputed or not; and (iii) any amount described in clauses (i) or (ii) for which a person is liable by reason of Treasury Regulation § 1.1502-6, as a transferee or successor, or by contract, indemnity, or otherwise.

(ii) “Taxing Authority” means any governmental authority or entity responsible for the administration or imposition of any Tax.

(iii) “Treasury Regulations” means the United States Treasury Regulations promulgated under the Code.

(b) Tax Returns and Audits . Except as set forth in Schedule 2.18 hereto:

(i) Throughout its existence, the Company has been a partnership and not been treated as a corporation or association for federal income tax purposes under Treasury Regulations Section 301.7701-2.

(ii) The Company, and the Subsidiary, as applicable, has timely filed all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“Returns”) required to be filed by the Company and its Subsidiary with any Tax authority prior to the date hereof. To Seller’s knowledge, all such Returns are true, correct and complete in all material respects. The Company and its Subsidiary has paid all Taxes shown to be due on such Returns.

(iii) All Taxes that the Company and its Subsidiary are required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable.

(iv) Neither the Company nor its Subsidiary have been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed

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or assessed against the Company or its Subsidiary, nor has the Company or its Subsidiary executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(v) Schedule 2.18 lists all Returns that have been audited by any Taxing Authority. All deficiencies asserted by any Taxing Authority arising from audits have been paid in full. Sellers have delivered to Buyer correct and complete copies of all correspondence, examination reports, statements of deficiency, notices of proposed adjustment, and all responses thereto, relating to any audit. No adjustment relating to any Returns filed by the Company or its Subsidiary have been proposed in writing, formally or informally, by any Tax authority to the Company, its Subsidiary or any representative thereof. To Sellers’ knowledge, no audit or other examination of any Return of the Company or its Subsidiary by any Tax authority is presently in progress. The Company and its Subsidiary has not been notified of any request for such an audit or other examination.

(vi) Neither the Company nor its Subsidiary has liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements or the Unaudited Financial Statements, whether asserted or unasserted, contingent or otherwise, which is material to the Company, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company or its Subsidiary in the ordinary course of business.

(vii) Affiliated Groups . Neither the Company nor its Subsidiary has ever been a member of any affiliated, consolidated, combined, or unitary group or participated in any other arrangement whereby any income, revenues, receipts, gains, credits, expenses, or losses were determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gains, credits, expenses, or losses of any other person.

(viii) Tax Sharing Agreements . Neither the Company nor its Subsidiary is a party to or bound by any Tax sharing or allocation agreement.

(ix) Liability for Others’ Taxes . Neither the Company nor its Subsidiary is presently liable for the Taxes of any other person, including but not limited to: (A) by reason of Treasury Regulation § 1.1502-6; (B) as a transferee or successor; or (C) by contract or indemnity.

(x) Liens . There are no Liens for Taxes upon the Company’s or its Subsidiary’s assets, other than for current Taxes not yet due and payable.

(xi) Tax Jurisdictions . Schedule 2.18 contains a list of all jurisdictions in which the Company and its Subsidiary are or may be subject to any Tax. No Taxing Authority has claimed, asserted, or investigated whether the Company or its Subsidiary is subject to Tax in any other jurisdiction.

(xii) Post-Closing Changes . Neither the Company nor its Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable

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income for any taxable period ending after the Closing Date as a result of any: (A) adjustment pursuant to Section 481 of the Code associated with a change of accounting method that is effective on or before the Closing Date; (B) closing agreement or other agreement with any Taxing Authority executed on or before the Closing Date; or (C) transaction entered into on or before the Closing Date and treated under the installment method, long-term contract method, cash method, or open transaction method of accounting.

(xiii) Letter Rulings . Neither the Company nor its Subsidiary is the subject of any private letter ruling or similar ruling issued by any Taxing Authority.

(xiv) Certain Property . None of the Company’s or its Subsidiary’s assets: (A) is property required to be treated as owned by another person pursuant to former Section 168(f)(8) of the Code; (B) is “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (C) directly or indirectly secures any debt the interest on which is excludable from gross income under Section 103(a) of the Code.

(xv) Reportable Transactions . Neither the Company nor its Subsidiary has participated (within the meaning of Treasury Regulations Section 1.6011-4(c)(3)) in a reportable transaction (within the meaning of Treasury Regulations Section 1.6011-4(b)(1)).

(xvi) Section 280G . Neither the Company nor its Subsidiary has made any payment or incurred any liability, and neither the Company nor its Subsidiary are or will become obligated to make any payment or incur any liability (under any agreement entered into on or before the Closing Date) that would be, separately or in the aggregate an “excess parachute payment” within the meaning of Section 280G of the Code.

(xvii) Incentive Stock Options . Each option designated as an “incentive stock option” on the Company’s or its Subsidiary’s books and records qualifies as an incentive stock option within the meaning of Section 422 of the Code.

(xviii) Section 355 . Neither the Company nor its Subsidiary has ever distributed the stock or another person, or had its stock distributed by another person, in a transaction that was intended to be governed in whole or in part by Section 355 of the Code.

(xix) Foreign Persons . Each Seller is not a foreign person within the meaning of Section 1445 and regulations thereunder and, upon request, will provide appropriate certification to this effect.

2.19 Environmental Matters . (a) Except as disclosed in Schedule 2.19 hereto and except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect: (i) the Company and its Subsidiary have complied with all applicable Environmental Laws; (ii) the properties currently operated by the Company and its Subsidiary (including soils, groundwater, surface water, buildings or other structures) have not been contaminated with any Hazardous Substances by any action of the Company or its Subsidiary; (iii) the properties formerly owned by the Company and its Subsidiary were not contaminated with Hazardous Substances during the period of ownership or operation by the Company and its Subsidiary; (iv) the Company and its Subsidiary is not subject to any claim for liability for any Hazardous Substance disposal or contamination on any third party property; (v) the Company

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and its Subsidiary has not received any notice, demand, letter, claim or request for information alleging that the Company or its Subsidiary may be in violation of or liable under any Environmental Law; and (vi) the Company and its Subsidiary are not subject to any orders, decrees, injunctions or other similar arrangements with any Governmental Entity or subject to any outstanding obligations under indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances.

(a) As used in this Agreement, the term “Environmental Law” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, or agency requirement relating to: (i) the protection, investigation or restoration of the environment, or natural resources; (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property by any Hazardous Substance.

(b) As used in this Agreement, the term “Hazardous Substance” means any substance that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos, lead, polychlorinated biphenyls, radioactive materials or radon; or (iii) any other substance which is the subject of regulatory action by any Governmental Entity pursuant to any Environmental Law.

(c) The Company and its Subsidiary have obtained all Approvals and have made all material filings and maintained all material data, documentation and records required of them for owning and operating the Properties and the Leased Real Property under applicable Environmental Law, and all such Approvals and filings remain in full force and effect.

(d) There are no pending or, to the knowledge of Sellers, threatened claims, demands, actions, administrative proceedings, lawsuits or inquiries relating to (i) the Properties and the Leased Real Property under Environmental Law, or (ii) the restoration, remediation or reclamation of any Properties or Leased Real Property, except in either case as set forth on Schedule 2.19.

(e) Except as set forth on Schedule 2.19, there are no environmental investigations, studies or audits with respect to any of the Properties or Leased Real Property owned or commissioned by, or in the possession of, the Company or any of its Subsidiaries.

2.20 Brokers; Third Party Expenses . Except as set forth in Schedule 2.20 hereto, neither the Company nor its Subsidiary have incurred, nor will they incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby. Except as provided in this Agreement, no shares of common stock, membership interests, options, warrants or other securities of the Company, its Subsidiary or Buyer are payable to any third party by the Company as a result of the Acquisition.

2.21 Intellectual Property . For the purposes of this Agreement, the following terms have the following definitions:

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“Intellectual Property” shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“Patents”); (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) software and software programs; (v) domain names, uniform resource locators and other names and locators associated with the Internet; (vi) industrial designs and any registrations and applications therefor; (vii) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor (collectively, “Trademarks”); (viii) all databases and data collections and all rights therein; (ix) all moral and economic rights of authors and inventors, however denominated, and (x) any similar or equivalent rights to any of the foregoing (as applicable).

“Company Intellectual Property” shall mean any Intellectual Property that is owned by, or exclusively licensed to, Company and its Subsidiary, including software and software programs developed by or exclusively licensed to the Company and to its Subsidiary (specifically excluding any off the shelf or shrink-wrap software).

“Registered Intellectual Property” means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

“Company Registered Intellectual Property” means all of the Registered Intellectual Property owned by, or filed in the name of, Company or its Subsidiary.

“Company Products” means all current versions of products or service offerings of Company or its Subsidiary.

(a) Except as disclosed on Schedule 2.21 hereto, no Company Intellectual Property or Company Product is subject to any material proceeding or outstanding decree, order, judgment, contract, license, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by the Company or its Subsidiary, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company Product, which in any such case could reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiary.

(b) Except as disclosed on Schedule 2.21 hereto, the Company and its Subsidiary own and have good and exclusive title to each material item of Company Intellectual Property owned by it free and clear of any liens and encumbrances (excluding non-exclusive licenses and related restrictions granted by it in the ordinary course of business); and the Company and its Subsidiary are the exclusive owners of all material registered Trademarks used in connection with the operation or conduct of the business of the Company including the sale of any products or the provision of any services by the Company or its Subsidiary.

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(c) The operation of the business of the Company and its Subsidiary as such business currently is conducted, including (i) the design, development, manufacture, distribution, reproduction, marketing or sale of the Company Products and (ii) the Company’s or the Subsidiary’s use of any product, device or process has not and does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction.

2.22 Agreements, Contracts and Commitments . (a) Schedule 2.22 hereto sets forth a complete and accurate list of all Material Company Contracts (as hereinafter defined), other than those for which the amount procured is re-billed to the Company’s customer, to which the Company or its Subsidiary is a party or is subject or by which any of their respective assets are bound. For purposes of this Agreement, (i) the term “Company Contracts” shall mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, franchises, purchase orders, sales orders, and other understandings, commitments and obligations of any kind, whether written or oral, to which the Company or its Subsidiary is a party or by or to which any of the properties or assets of Company or its Subsidiary may be bound, subject or affected (including without limitation notes or other instruments payable to the Company or its Subsidiary), and (ii) the term “Material Company Contracts” shall mean (x) each Company Contract and (I) which provides for payments (present or future) to the Company or its Subsidiary in excess of $200,000 in the aggregate or (II) under which or in respect of which the Company presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $200,000, (y) each Company Contract that otherwise is or may be material to the businesses, operations, assets, condition (financial or otherwise) or prospects of the Company or its Subsidiary and (z) without limitation of subclause (x) or subclause (y), each of the following Company Contracts, the relevant terms of which remain executory:

(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by or from the Company or its Subsidiary, or any officer, director, manager or member (“Insider”) of the Company or its Subsidiary;

(ii) any guaranty, direct or indirect, by the Company, its Subsidiary or any Insider of the Company of any obligation for borrowings, or otherwise, excluding endorsements made for collection in the ordinary course of business and guarantees by the Subsidiary of Company obligations;

(iii) any Company Contract of employment;

(iv) any Company Contract made other than in the ordinary course of business or (x) providing for the grant of any preferential rights to purchase or lease any asset of the Company or its Subsidiary or (y) providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or its Subsidiary;

(v) any obligation to register any shares of the capital stock, membership interests or other securities of the Company or its Subsidiary with any Governmental Entity;

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(vi) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons;

(vii) any collective bargaining agreement with any labor union;

(viii) any lease or similar arrangement for the use by the Company or its Subsidiary of personal property (other than leases of vehicles, office equipment or operating equipment where the annual lease payments are less than $100,000 in the aggregate); and

(ix) any Company Contract to which any Insider of the Company or its Subsidiary is a party.

(b) Each Company Contract was entered into at arms’ length and in the ordinary course, is in full force and effect and is valid and binding upon and enforceable against each of the parties thereto. True, correct and complete copies of all Material Company Contracts (or written summaries in the case of oral Material Company Contracts) have been heretofore made available to Buyer or Buyer’s counsel.

(c) Except as set forth in Schedule 2.22, neither the Company, its Subsidiary, nor, to the best of Sellers’ knowledge, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract. No party to any Company Contract has given any written notice of any claim of any breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on the Company or its Subsidiary. Each Material Company Contract to which the Company or its Subsidiary is a party or by which it is bound that has not expired by its terms is in full force and effect.

(d) None of the rights of the Company or its Subsidiary under any Material Company Contract will be terminated or impaired in any material respect by the consummation of the Acquisition, and all such rights contained in such Material Company Contract will be enforceable by the Company or the Subsidiary of the Company after the Acquisition without the consent or agreement of any other Person and without payment of any kind. The Company Schedule sets forth an accurate and complete list of all Material Contracts that require the consent of any third party to the Acquisition, a consent to assignment in connection with the Acquisition or that are otherwise subject to termination, cancellation, imposition of additional obligations or loss of rights in connection with the Acquisition.

2.23 Insurance . (a) Schedule 2.23 (a) sets forth each insurance policy (including fire, theft, casualty, general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company or its Subsidiary is a party (the “Insurance Policies”). The Insurance Policies are in full force and effect. All premiums due and payable under the Insurance Policies have been paid on a timely basis and the Company and any of its Subsidiaries are in compliance in all material respects with all other terms thereof. No notice of cancellation or non-renewal with respect to or dissallowance of any claim, under such policy has been received by the Company or its Subsidiary. True, complete and correct copies of the Insurance Policies have been made available to Buyer.

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(b) There are no material claims pending as to which coverage has been questioned, denied or disputed. All material claims thereunder have been filed in a due and timely fashion and the Company or any of its Subsidiaries have not been refused insurance for which they have applied or had any policy of insurance terminated (other than at its request), nor has the Company or any of its Subsidiaries received notice from any insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such insurance will be increased, other th