Exhibit 2.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, WM Coffman LLC, a Delaware limited liability company (including its successors, the “ Borrower ”), hereby promises to pay to the order of Coffman Stairs LLC, a Delaware limited liability company (the “ Holder ”), in lawful money of the United States of America and in immediately available funds the principal sum of Three Million Nine Hundred Seventy-One Thousand Nine Hundred One and Sixty-Four Hundredths ($3,971,901.64) Dollars , together with interest on the unpaid principal balance at the rate and on the terms and conditions provided in this subordinated promissory note (the “ Note ”).

1.                                       Acquisition Agreement .  This Note evidences payment of a portion of the purchase price payable under the Asset Purchase Agreement, dated on or about the date hereof, between the Borrower and the Holder (the “ APA ”). This Note is the Seller Note referred to in the APA. Unless otherwise defined herein, capitalized terms used in this Note have the same meanings set forth in the APA.

2.                                       Interest; Principal .  Interest on the unpaid principal balance of this Note shall accrue (i) from the date hereof at the rate of six and one-half (6.5%) percent per annum, (ii) from and after the Maturity Date, as defined herein, or during the continuance of an Event of Default, as defined herein, at the rate set forth in (i) plus two (2.0%) percent, or (iii) if less than the rates applicable under (i) and (ii), the maximum rate permitted by law.  Interest shall be calculated on the basis of a 360 day year for the actual days elapsed.  The Borrower shall pay to the Holder all accrued interest on:  (i) March 31, June 30, September 30 and December 31 of each year (each, a “ Quarterly Payment Date ”); or (ii) if any such interest payment is not permitted to be made under the Subordination Agreement (as defined below), the first Business Day that such payment is permitted to be made under the Subordination Agreement, provided such Business Day occurs not later than one year after the scheduled Quarterly Payment Date for such payment.  To the extent all or any portion of any interest payment is not permitted to be made under the Subordination Agreement for a period of one year after the scheduled Quarterly Payment Date for such payment, such amount shall be added to the principal hereunder, shall accrue interest as provided in the first sentence of this Section 2 and shall be paid on the Maturity Date.   The Borrower shall pay to the Holder all outstanding principal and accrued interest on the date (the “Maturity Date”) that is the latter of: (i) the last day of the Contingency Period; or (ii) the earlier of (a) the date that is 3 years and 90 days after the date hereof or (b) the date that all obligations under the Credit Agreement (as defined below) are satisfied in full.

3.                                       Manner and Application of Payment .  If a payment to be made by the Borrower hereunder shall become due on a Saturday, Sunday or bank holiday in New York City, New York, such payment shall be made on the next succeeding business day.  All payments of principal and interest shall be made to the Holder in immediately available funds to an account designated by the Holder in writing. Any payment made hereunder shall be applied first to costs and expenses due hereunder, then to accrued interest and thereafter to principal.  All payments under this Note shall be made in accordance with the applicable provisions of the APA, including APA Section 2.2.7.