ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

THE CORNWALL GROUP, INC.,

FORESTVILLE CORPORATION,

VANGUARD SECURITY OF BROWARD COUNTY, INC.,

VANGUARD SECURITY, INC.,

ON GUARD SECURITY AND INVESTIGATIONS, INC.,

AND

ARMOR SECURITY, INC.,

AS SELLERS,

AND

TRI-S SECURITY CORPORATION

AS SHAREHOLDER,

AND

U.S. SECURITY ASSOCIATES, INC.,

AS BUYER

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of May 13, 2009, by and among, THE CORNWALL GROUP, INC., a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, and ARMOR SECURITY, INC., a Florida corporation, (each, a “Seller” and collectively, “Sellers”), U.S. SECURITY ASSOCIATES, INC., a Delaware corporation (“Buyer”), and TRI-S SECURITY CORPORATION, a Georgia corporation (“Shareholder”).

R E C I T A L S:

Sellers are engaged in the business of providing security guard and related services to customers in various locations. Sellers desire to sell, and Buyer desires to purchase, on the terms and subject to the conditions set forth below, substantially all of the assets of the business of Sellers.

As a condition to the execution of this Agreement by Buyer, Buyer has requested that Shareholder agree to the obligations of Shareholder contained herein. Shareholder is the owner, either directly or indirectly, of all of the shares of capital stock of each Seller. Accordingly, Shareholder is willing to execute this Agreement and perform the obligations of Shareholder contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

GLOSSARY OF TERMS

All capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings assigned to them in the Glossary of Terms attached hereto as Exhibit A and incorporated herein by reference.

ARTICLE 2

PURCHASE AND SALE OF ASSETS

2.1 Purchase of the Purchased Assets . Subject to the terms and conditions of this Agreement, as of the Closing Date, Sellers sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby purchases and accepts from Sellers, for an aggregate consideration equal to the Purchase Price (as finally determined and adjusted pursuant to this Agreement), all of the Purchased Assets, free and clear of any and all Liens.

2.2 Excluded Assets . Notwithstanding anything to the contrary in this Agreement, Sellers do not sell, and Buyer does not purchase or accept, the Retained Assets, and the Retained Assets shall remain the property of Sellers after Closing.

2.3 Payment of the Purchase Price . Buyer has paid the Estimated Purchase Price to Sellers by delivering to Sellers (or to such Persons as Sellers direct in writing) cash in the amount of $3,603,639.00 and delivering to the Escrow Agent the Escrow Fund of $750,000.00, as contemplated by Section 2.4 . The backup calculation of Closing Date Average Monthly Billings (used to determine the Estimated Purchase Price), agreed to by the Buyer, Sellers, and Shareholder, is attached as Schedule EPP .

2.4 Escrow . Buyer and Sellers agree to establish an Escrow Fund to ensure that certain Customer Contracts transferred to Buyer as part of the Purchased Assets are, in fact, properly transferable. Buyer, Sellers, and SunTrust Bank (the “Escrow Agent”) will execute and deliver an Escrow Agreement in substantially the form of Exhibit B . Any amounts payable to Buyer out of the Escrow Fund will be an adjustment to the Estimated Purchase Price.

2.5 Prorations and Certain Payments .

(a) The parties have agreed to the following prorations relating to the Purchased Assets, with Sellers being liable to the extent such items relate to any time period prior to the Closing Date and Buyer being liable to the extent such items relate to periods on or after the Closing Date:

(i) personal property, real estate, occupancy and other similar Taxes on or with respect to the Purchased Assets;

(ii) utilities (including water, sewer, telephone, electricity and fuel);

(iii) rentals with respect to property leases specifically and expressly assumed by Buyer and which, as of the Closing Date, are being transferred to Buyer;

and

(iv) any other items that shall be paid by Buyer or which otherwise affect the Business or the Purchased Assets and that relate, in whole or in part, to periods prior to the Closing Date (other than any Assumed Liabilities).

The net amount of all such prorations that are known on the Closing Date have been settled and paid on the Closing Date. As to the amount of any such item not now known, such proration has been made based upon the amount of the most recent cost of such item to Sellers. After Closing, Buyer and Sellers shall provide to the other, within seven (7) days after receipt, each Third Party invoice relating to any item so estimated. Within ten (10) days thereafter, Buyer or Sellers, as the case may be, shall make any payments to the other that are necessary to compensate for any

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difference between the proration made at the Closing and the correct proration based on the Third Party invoice.

(b) Sellers shall be responsible for the amount of all accrued but unpaid vacation pay for its employees prior to the Closing Date. In this regard, the parties have agreed that Sellers were responsible for $14,000.00 of employee vacation pay and that said amount was properly deducted from the cash portion of the Estimated Purchase Price that otherwise would have been paid to Sellers at Closing.

(c) Sellers shall pay any sales, use, transfer, documentary or other Taxes levied on the transfer of the Purchased Assets.

(d) Sellers have sold to Buyer, as part of the Purchased Assets, free of Liens, the motor vehicles listed on Schedule PV .

2.6 Allocation of Purchase Price . The Purchase Price shall be allocated among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code and the provisions contained in the Treasury Regulations relating thereto, including Treas. Reg. Section 1.338-6. Specifically, the parties agree that the Purchase Price shall be allocated among the Purchased Assets as set forth on Schedule 2.6 attached hereto (the “ Purchase Price Allocation Schedule ”) and that they each will file their respective Tax Returns, reports and forms, including Internal Revenue Service Form 8594, in a manner consistent with the Purchase Price Allocation Schedule.

2.7 Closing . At the Closing, (i) Sellers and Shareholder delivered to Buyer all of the items required to have been delivered by Sellers and Shareholder pursuant to the list of closing deliveries attached hereto as Exhibit D ; and (ii) Buyer delivered to Sellers all of the items (including the Estimated Purchase Price) required to have been delivered by Buyer pursuant to the list of closing deliveries attached hereto as Exhibit D . Subject to the provisions of this Agreement, title to the Purchased Assets passed from Sellers to Buyer upon the occurrence of the Closing, and all deliveries, payments and other transactions and documents relating to the Closing were interdependent and were deemed to have occurred simultaneously.

2.8 Assumption of Liabilities .

(a) Liabilities of the Business . Buyer agrees to assume the Assumed Liabilities but only for periods from and after the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms; provided , however , that Buyer may in good faith contest or cause to be contested the amount or validity thereof, and Sellers agree to provide reasonable assistance to Buyer to enable Buyer to contest such claims. Notwithstanding anything contained in this Agreement to the contrary, (i) Buyer shall not assume or become liable for any Retained Liability and (ii) Sellers shall pay, satisfy and perform all of the Retained Liabilities regardless of any disclosures made or exceptions noted

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with respect thereto in this Agreement or any other document executed or delivered by Sellers in connection with the transactions contemplated hereby.

(b) Assignment of Certain Contracts .

(i) Sellers and Shareholder shall use their best efforts to obtain all consents necessary to effect the assignment of all Customer or other Contracts of Sellers proposed to be assigned to Buyer pursuant to this Agreement. If Buyer shall have elected to close the transactions contemplated hereby without any such consent having been obtained, then Sellers and Shareholder shall continue to use their best efforts to obtain such consent(s) after the Closing and Sellers and Shareholder shall take all such actions as shall, in the reasonable opinion of Buyer, be necessary or proper (A) in order to enable Buyer to realize the full value of every such Contract and to preserve for the benefit of Buyer the rights and obligations of Sellers under such Contract, and (B) to facilitate the collection of the monies due and payable, or to become due and payable, to Buyer pursuant to every such Contract, and Sellers shall remit such monies to Buyer within five days of collection.

(ii) Buyer, at its expense, shall perform all of Sellers’ obligations due to be performed under any Contract as to which all necessary consents have not been obtained and that is included among the Assumed Liabilities to the extent (A) Buyer can perform such obligations without violating the terms of such Contract, and (B) Buyer is being provided the benefits of such Contract.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDER

Sellers and Shareholder, jointly and severally, represent and warrant to Buyer, and agree with Buyer, as follows:

3.1 Organization, Standing and Foreign Qualification . Each Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. Each Seller is duly qualified or licensed to transact business as a foreign corporation in any other jurisdiction in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.

3.2 Ownership of Shares . All of the issued and outstanding shares of capital stock of each Seller are owned directly or indirectly by Shareholder. No other Person has any right, option or privilege (whether preemptive, contractual or otherwise) to purchase any shares of any Seller’s capital stock or any other equity ownership interests in such Seller.

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3.3 Capacity; Validity of Contemplated Transaction .

(a) Each Seller has the full power and authority necessary to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly authorized and approved by all necessary action (corporate or otherwise) on the part of each Seller and Shareholder. This Agreement has been duly executed and delivered by each Seller and Shareholder and constitutes the legal, valid and binding obligation of each Seller and Shareholder, enforceable against each such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by the exercise of judicial discretion in accordance with equitable principles. Except as set forth on Schedule 3.3(a) , neither the execution, delivery and performance of this Agreement by Sellers and Shareholder, nor the consummation by them of the transactions contemplated hereby, will: (i) violate, conflict with or constitute a default under (A) any provision of a Seller’s or Shareholder’s charter or bylaws, (B) any Contract to which a Seller or Shareholder is a party or pursuant to which any of them is bound, (C) any Order to which a Seller or Shareholder or any of their assets is subject or bound, or (D) any applicable Law or (ii) result in the creation of any Lien upon any of the Purchased Assets.

(b) Except as set forth on Schedule 3.3(b) , no consent, authorization, order or approval of, or filing or registration with, any Governmental Authority or Third Party (other than lessors or Customers) is required for or in connection with the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated.

3.4 Financial Statements . The Historical Financial Statements (copies of which are attached hereto as Schedule 3.4 ) (i) have been prepared in accordance with the books and records of Sellers, and (ii) present fairly the financial condition, assets and liabilities of Sellers as of the respective dates indicated and the results of Sellers’ operations for the respective periods then ended.

3.5 Absence of Changes . Since the Latest Balance Sheet Date, Sellers have conducted the Business only in the ordinary course of business consistent with past practice and have not made any changes in their accounting methods or practices.

3.6 Intentionally Omitted .

3.7 Title to Assets; No Encumbrances; Condition . Except as set forth on Schedule 3.7 , one or more Sellers have good, valid and marketable title to each of the Purchased Assets and are herewith transferring the Purchased Assets to Buyer free and clear of all Liens. Each item of tangible personal property included within the Purchased Assets is in good condition and repair, reasonable wear and tear excepted. The Non-party Entities do not own any assets which are used to operate the Business.

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3.8 Tax Matters .

(a) Each Seller has filed all Tax Returns required to be filed by it on or prior to the Closing Date and each Seller has paid or adequately provided for, all Taxes that have become due with respect to any period ended on or prior to the Closing Date. Except as set forth on Schedule 3.8 , no Tax claims have been asserted against any Seller or the Purchased Assets, and neither Sellers nor Shareholder are under investigation or audit by the IRS or any state agency concerning any Tax matter.

(b) Subject to Schedule 3.8 , each Seller has withheld or collected from each payment made to each of its employees the amount of all Taxes required to be withheld or collected therefrom and has paid the same to the proper Tax depositories or collecting authorities.

(c) All ad valorem property Taxes on the Purchased Assets for years prior to 2009 have been paid in full.

3.9 Real Property .

(a) No Seller owns any real property.

(b) Schedule 3.9(b) is a complete list of each Seller’s leased real property which Buyer has agreed to assume. Each Seller has delivered to Buyer a complete copy of each lease relating to such leased real property, and, except as set forth on Schedule 3.9(b) , each such lease is in full force and effect on the date hereof and no default has occurred and is continuing thereunder. No Person other than a Seller is in possession of the leased real property.

(c) To Sellers’ and Shareholder’s knowledge, (i) all improvements on such leased real property substantially conform to all applicable Laws, (ii) all rights and easements for public vehicular ingress to and egress from such property are available and (iii) no portion of such property is the subject of any condemnation or eminent domain proceeding, nor has any such condemnation or eminent domain proceeding been proposed.

3.10 Personal Property .

(a) Schedule 3.10(a) is a complete list of each item of tangible personal property owned by each Seller, except for items having an aggregate value of not more than $2,500.00.

(b) Schedule 3.10(b) is a complete list of all items of tangible personal property leased to each Seller (except items having a value less than $2,500.00). Sellers have delivered to Buyer a complete copy of each lease relating to such leased personal property. Each such lease is in full force and effect on the date hereof and no default exists thereunder. The continuation and effectiveness of such leases will not be adversely affected by the transactions contemplated by this Agreement. No Seller is the lessor of any personal property.

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3.11 Intellectual Property .

(a) Schedule 3.11(a) is a complete list of all Intellectual Property of Sellers. All Intellectual Property included in the Purchased Assets is either owned by or duly and properly licensed to a Seller, and, except as set forth on Schedule 3.11(a) , the consummation of the transactions contemplated by this Agreement will not alter or impair any Intellectual Property rights of any Seller or result in a default under any Contract of any Seller relating to Intellectual Property. Except as set forth in Schedule 3.11(a) , no Seller is liable for royalties or fees to any Person in connection with any Intellectual Property. All patents, trademarks, trade names, servicemarks, assumed names, and copyrights and all registrations thereof included in or related to the Sellers’ Intellectual Property are valid, subsisting and in full force and effect. All Licenses included in the Sellers’ Intellectual Property are in full force and effect, are not in default, and constitute legal, valid and binding obligations of the respective parties thereto. No Seller is currently infringing upon or unlawfully or wrongfully using the Intellectual Property of others.

(b) No Affiliate of any Seller and no present or former officer, director, partner or employee of any Seller owns or has any proprietary or other interest, direct or indirect, in any of the Intellectual Property used in the Business.

3.12 Computer Software and Databases . Schedule 3.12 describes all computer software (except for off-the-shelf computer software) and databases owned, licensed, leased, internally developed or otherwise used in connection with the Business. Upon the consummation of the transactions contemplated by this Agreement, Buyer will receive all computer software and databases that are necessary to conduct the Business as presently conducted and all documentation relating to all such computer software and databases.

3.13 Inventories . All items of inventory of Sellers consist of items of a quality, quantity and condition usable in the ordinary course of the Business.

3.14 Insurance . All of the Purchased Assets which are of an insurable nature are insured by a Seller in such amounts and against such Losses, casualties or risks as are (i) usual and customary for companies engaged in businesses similar to the Business, (ii) required by any applicable Law, or (iii) required by any Contract to which Seller is a party or is bound. No Seller has been refused any insurance coverage for which it has applied.

3.15 Bonds, Letters of Credit, Etc . Schedule 3.15 is a complete list of all bonds (including performance, fidelity, AD&D, or otherwise), letters of credit, and similar instruments issued by each Seller (or others for the benefit of any Seller), which secure such Seller’s performance or other obligations (all such bonds, letters of credit or similar instruments are herein referred to as “Bond Obligations”). Correct and complete copies of such Bond Obligations have been delivered to Buyer. Such Bond Obligations satisfy all requirements thereof set forth in (i) any Law applicable to Sellers or the Business and (ii) any Contract of a Seller.

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3.16 Compliance with Laws . Schedule 3.16 is a complete list of Licenses necessary for the ownership by each Seller of its assets and the conduct of the Business. Each Seller is in compliance with all Laws, Licenses and Orders applicable to, required of, or binding on it, including, without limitation, all Immigration Laws and federal and state Laws relating to the employment of labor. None of such Licenses will be adversely affected by consummation of the transactions contemplated by this Agreement. No capital expenditure will be required in order to effect compliance with any Law applicable to the Business as now conducted.

3.17 Environmental . Sellers’ operation of the Business and their use of the Purchased Assets (including leased real property) is, and has been, in compliance with, and not in violation of, any Environmental Law. There are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim against Seller, its business or the Purchased Assets. No Seller has handled, treated, stored, or disposed of any Hazardous Substances in violation of any applicable Law. To Sellers’ and Shareholder’s knowledge no release, discharge, spillage or disposal of any Hazardous Substances has occurred or is occurring at any premises occupied by a Seller.

3.18 Litigation and Claims . Except as disclosed on Schedule 3.18 , (i) there is no Litigation pending, or to Sellers’ and Shareholder’s knowledge, threatened, against any Seller or the Business, and neither Seller nor Shareholder have any knowledge of any basis for any such Litigation, and (ii) there has not been, within the last five (5) years, and there is not now pending or, to the knowledge of Sellers or Shareholder, threatened, any investigation or inquiry regarding the Business by any Governmental Authority.

3.19 Benefit Plans .

(a) Schedule 3.19(a) is a complete list of all Employee Benefit Plans of Sellers with respect to which any Seller is a sponsor or which cover any employees or former employees of any Seller. No such Employee Benefit Plan is or has been: (i) a multiemployer plan within the meaning of ERISA Section 3(37); (ii) multiple employer plan with the meaning of ERISA Section 210(a); (iii) multiple employer welfare arrangement within the meaning of ERISA Section 3(40); or (iv) “defined benefit plan” as defined in Section 3(35) of ERISA and subject to ERISA Title I, Subtitle B, Part 3 or Title IV.

(b) Neither Sellers nor any ERISA Affiliate of Sellers has any Liability under, or is subject to any Lien relating to, any Employee Benefit Plan that would (i) affect Buyer’s right, title and interest in, or Buyer’s right to use or enjoy (free and clear of any Lien) any of the Purchased Assets or (ii) result in the assumption by or imposition on Buyer or any Affiliate of Buyer of any Liability, other than Liabilities expressly included as Assumed Liabilities.

(c) Except as required by Law, no Seller has, at any time, maintained an Employee Benefit Plan providing welfare benefits to employees after retirement or other separation of service.

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(d) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of any Seller to severance pay, unemployment compensation or any payment contingent upon a change in control or ownership of such Seller, (ii) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee or former employee or (iii) cause Buyer to be liable for any sums or obligations under or pursuant to any Employee Benefit Plan of any Seller.

3.20 Contracts .

(a) Description .

(i) Personal Property . Schedule 3.20(a)(i) is a complete list of all Contracts affecting or relating to the Business, other than Contracts which either (A) are terminable by a Seller upon no more than thirty (30) days notice without any Liability to such Seller, or (B) do not involve the payment by Sellers of more than $10,000 per year.

(ii) Purchase Orders . Schedule 3.20(a)(ii) is a complete list of all outstanding Contracts binding upon each Seller which relate to the acquisition of goods, services or capital assets, other than Contracts (A) pursuant to which such Seller is obligated to pay less than $5,000 or (B) which are terminable by such Seller with no obligation on such Seller’s behalf.

(iii) Customer Contracts . Schedule 3.20(a)(iii ) is a complete list of the Customer Contracts for the performance of services by each Seller. A correct and complete copy of each such Customer Contract has been delivered to Buyer prior to the date hereof. There are no material inaccuracies in, or material misrepresentations relating to, such Customer Contracts.

(iv) Employment; Other Affiliate Contracts . Schedule 3.20(a)(iv) is a complete list of all Contracts (including employment, non-competition and loan agreements) with (A) any employee, officer or director of a Seller (or any Related Person to any such individual) and (B) any consultant, agent, sales representative, or Affiliate of a Seller.

(v) Other Contracts . Schedule 3.20(a)(v) lists and briefly describes any other Contract of each Seller which is not terminable by such Seller without penalty upon thirty (30) days or less notice and which: (A) provides for monthly payments by such Seller in excess of $1,000, (B) provides for payments by such Seller in any calendar year exceeding $10,000 or (C) evidences, creates or guarantees indebtedness.

(b) No Default . Except as set forth on Schedule 3.20(b) , no Seller is in default under any of the Contracts referred to or described in Section 3.20(a) , and there is no basis for any claim of default under any such Contract.

(c) Assurances . Each Contract referred to in Section 3.20(a ) is in full force and effect and constitutes a valid, legal and binding agreement of the parties thereto, enforceable in accordance with its terms. Without limiting the generality of the foregoing, each Customer Contract included in Schedule 3.20(a)(iii) is with a Customer for whom a Seller is continuing to

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provide service on the Closing Date and who has not given notice of such Customer’s intent to terminate service.

3.21 Customers . Schedule 3.21 is a list of the fifteen (15) largest Customers of the Business (determined by gross revenue received) from whom payments were received for Sellers’ most recent fiscal year ended or from whom payments are projected that will place them within such category for Sellers’ current fiscal year (the “Large Customers”). The relationships of Sellers with the Large Customers are good commercial working relationships and no Large Customer has terminated, or to the knowledge of Sellers or Shareholder, threatened to terminate, or otherwise adversely modify its relationship with any Seller. The consummation of the transactions contemplated by this Agreement will not, to Sellers’ or Shareholder’s knowledge, adversely affect the business relationship between any Seller and any of the Large Customers.

3.22 Labor Matters .

(a) Schedule 3.22(a) contains a complete list of all employees of Sellers. The employment of all such employees is terminable at will without any penalty or severance obligation. No unpaid salary, other than for the immediately preceding pay period, is now payable to any officer, director or employee of any Seller.

(b) Schedule 3.22(b) is a complete list of all union agreements or other collective bargaining agreements (“Labor Agreements”) relating to Sellers or their employees. There are no “side letters” or “letters of understanding” applicable to any such Labor Agreements, and no such Labor Agreement is currently being renegotiated. No Seller has breached any such Labor Agreement, and there are no grievances, or requests for arbitration pending, or to the knowledge of Sellers or Shareholder, threatened under any such Labor Agreement that could have a material adverse effect upon Sellers or the Business. There are no strikes, disputes, controversies, slowdowns, stoppages, boycotts or pickets in progress or pending, or, to the knowledge of Sellers or Shareholder, threatened against or affecting any Seller. No unfair labor practice charge or other employee related complaint against any Seller is pending or, to the knowledge of Sellers or Shareholder, threatened before the National Labor Relations Board or any other Governmental Authority.

(c) There are no charges that have been filed by the U.S. Equal Employment Opportunity Commission or any state Department of Labor or similar state Governmental authority against any Seller, and no Seller has received notice of the intent of any Governmental Authority to conduct an investigation of any labor or employment matter relating to such Seller.

(d) Each Seller has paid in full to its employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees through the Closing Date.

(e) No Seller is a party to, or otherwise bound by, any conciliation agreement, settlement agreement, arbitration award, consent decree with, or citation by, any Governmental Authority relating to employees or employment practices.

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(f) Seller is not (i) a party to any Contract with any Governmental Authority and (ii) covered by, or subject to, any Law or Executive Order requiring that Seller adopt or be subject to any affirmative action plan.

3.23 Brokers and Finders . Schedule 3.23 is a complete list of all Persons entitled to a commission or finder’s fee in connection with the transactions contemplated by this Agreement, payable solely by Sellers and Shareholder.

3.24 Prospective Changes . Neither Sellers nor Shareholder have any knowledge of any change reasonably expected to occur within one (1) year from the date of this Agreement to the Business, which, if it were to occur, might reasonably be expected to have material adverse effect on the Business.

3.25 Compliance with the Immigration Reform and Control Act . With respect to any employee of a Seller for whom compliance with the Immigration Laws by an employer is required, such Seller has supplied to Buyer such employee’s Form I-9 (Employment Eligibility Verification Form) and all other records, documents or other papers which are retained with the Form I-9 by the employer pursuant to the Immigration Laws.

3.26 Recent Operation of Business . Except as otherwise set forth on Schedule 3.26 , since the Latest Balance Sheet Date, no Seller has:

(i) entered into any new employment Contract with any employee or increased the compensati