TABLE OF CONTENTS

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APPENDIX A:  Definitions
SCHEDULE I:  List of Purchasers

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (“ this Agreement ”) is made and entered into this 1 st  day of June, 2009 by and between TRC Companies, Inc., a Delaware corporation (the “ Company ”), on the one hand, and the entities and individuals as listed on Schedule I attached hereto, as such Schedule I may be amended from time to time as set forth herein (the “ Purchasers ”), on the other hand.  Certain terms used and not otherwise defined in the text of this Agreement are defined in Appendix A hereof.

W I T N E S S E T H

WHEREAS, the Company desires to issue and to sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares of a newly created series of the Company’s preferred stock, to be designated as Series A Convertible Preferred Stock, par value $0.10 per share (“ Series A Preferred Stock ”), convertible into shares of the Company’s common stock, $0.10 par value per share (“ Common Stock ”), all in accordance with the terms and provisions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto, intending to be bound, hereby agree as follows:

1.                                        Sale and Purchase of Preferred Stock .

1.1.          Sale and Purchase; Purchase Price .  Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser and, subject to the terms and conditions contained herein, each Purchaser agrees, severally and not jointly, to purchase from the Company, that number of duly authorized, validly issued, fully paid and non-assessable shares of Series A Preferred Stock (each, a “ Share ” and, collectively, the “ Shares ”) set forth on Schedule I hereto opposite such Purchaser’s name, as such Schedule I may be amended from time to time in accordance with the provisions of Section 1.2 hereof.  The purchase price per Share shall be $2,150.00, being the equivalent on an as-if-converted basis as of the Closing Date of $2.15 per share of Common Stock (the “ Purchase Price ”).  The rights, preferences, privileges and restrictions of Series A Preferred Stock shall be as set forth in a Certificate of Designation, the form of which shall be as set forth as Exhibit A hereto (the “ Certificate of Designation ”).

1.2.          Closing .  A closing of the transactions contemplated hereby (the “ Closing ”) shall take place on such date and at such time and place as shall be mutually acceptable to the Company and the Purchasers, immediately after the execution and delivery of this Agreement and the satisfaction or waiver of the conditions set forth in Section 5 hereof.  At the Closing, (x) the Company shall deliver to each Purchaser participating in the Closing certificates representing the number of Shares set forth opposite such Purchaser’s name on Schedule I hereto and (y) each Purchaser shall pay, in immediately available funds, by wire

transfer to the Company’s account, notice of which shall have been given to the Purchasers not less than two (2) Business Days prior to the Closing Date, the amount set forth on Schedule I hereto opposite such Purchaser’s name, representing an aggregate investment amount for all Purchasers of $15,500,000 (the “ Commitment Amount ”).  The date of the Closing is referred to herein as the “ Closing Date ”.

2.                                        Required Stockholder Approval and Issuance Authorization .

As soon as practicable, and in any event within ten (10) Business Days, after the Closing Date, the Company shall cause to be prepared and filed with the SEC a preliminary proxy statement relating to a special meeting of the Company’s stockholders (the “ Special Meeting ”) to be duly called and held for the Company’s stockholders to consider and act upon (a) a proposal the requisite affirmative vote of the Company’s stockholders for which is necessary to approve the issuance of shares of Common Stock upon conversion of the Shares in satisfaction of the requirements of Sections 312.03(b) and (c) of the NYSE Listed Company Manual (the “ Required Stockholder Approval ”), (b) a proposal to increase the number of shares of authorized Common Stock to permit the full conversion of the Shares (the “ Increase Authorization ”) and (c) a proposal to amend the Company Plans so as to enable the repricing or replacement of existing stock options and shares of restricted stock and the grant of new stock options and shares of restricted stock in order to provide equity incentives to participants in such plans as the Board may determine to be in the best interests of the Company from time to time.  The Company shall notify each Purchaser promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply each Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement.  Upon resolution of all comments by the SEC on such preliminary proxy statement to the Company’s reasonable satisfaction or, if the SEC does not review such preliminary proxy statement, after the expiration of ten (10) calendar days following the filing of such preliminary proxy statement, the Company shall establish the date of, shall establish the record date for stockholders of the Company eligible to attend and vote at, shall call, and shall file with the SEC and disseminate to such eligible stockholders a definitive proxy statement relating to the Special Meeting and such proposals.  If the Required Stockholder Approval and the Increase Authorization are not obtained at the Special Meeting, unless the holders of a majority of the then outstanding Shares otherwise notify the Company, the Company shall propose that the Required Stockholder Approval and the Increase Authorization be obtained at each subsequent special or annual meeting of the Company’s stockholders until they are obtained; provided that any such meeting shall occur no less than once in each subsequent six-month period commencing on the Closing Date.  Subject to applicable fiduciary duties, unless the holders of a majority of the then outstanding Shares have notified the Company that the Company is not required to propose that the Required Stockholder Approval and the Increase Authorization be obtained, the Board of Directors of the Company (the “ Board ”), subject to their fiduciary duties, shall recommend to the Company’s stockholders that they approve the proposals for the Required Stockholder Approval and the Increase

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Authorization and shall not withdraw such recommendation.  Each Purchaser hereby agrees to vote all shares of Common Stock that such Purchaser holds and is entitled to vote in favor of the proposals for the Required Stockholder Approval and the Increase Authorization at the Special Meeting or, if such proposals are not approved at the Special Meeting and unless the holders of a majority of the then outstanding Shares have notified the Company that the Company is not required to propose that the Required Stockholder Approval and the Increase Authorization be obtained, then at each subsequent special meeting or annual meeting of stockholders of the Company until such proposals shall have been approved by the Company’s stockholders.

3.                                        Representations and Warranties of the Purchasers .  Each Purchaser, severally as to such Purchaser and not jointly, represents and warrants to the Company as follows:

3.1.          Organization and Power and Authority; Legal Capacity .  The Purchaser, if other than a natural person, is duly formed or organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, and has all requisite corporate, limited liability company, partnership or trust (as the case may be) power and authority to enter into this Agreement and the other Transaction Documents and instruments referred to herein to which it is a party and to consummate the transactions contemplated hereby and thereby.  The Purchaser, if a natural person, has full legal capacity to enter into this Agreement and the other Transaction Documents and instruments referred to herein to which he or she is a party and to consummate the transactions contemplated hereby and thereby.

3.2.          Validity .   If such Purchaser is other than a natural person, the execution, delivery and performance of this Agreement and the other Transaction Documents and instruments referred to herein, in each case to which such Purchaser is a party, and the consummation by such Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of such Purchaser.  This Agreement has been duly executed and delivered by such Purchaser, the other Transaction Documents and instruments referred to herein to which such Purchaser is a party, have been duly executed and delivered by such Purchaser and, assuming the due authorization, execution and delivery by the Company, each such agreement constitutes and will constitute a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as may be limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.

3.3.          No Brokers .  There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on behalf of such Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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3.4.          Acquisition for Own Account .  Such Purchaser understands that the Shares are “restricted securities” and their offering, issuance and sale have not been registered under the Securities Act or any applicable state or other securities Law.  Such Purchaser is acquiring the Shares as principal for such Purchaser’s own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state or other securities Law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state or other securities Law, and has no direct or indirect arrangement or understandings with any other Person or Persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state or other securities Law.  Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the form of which is attached hereto as Exhibit B (the “ Registration Rights Agreement ”), the Company has no obligation to register or qualify the Shares for resale.  Such Purchaser, if other than a natural person, is acquiring the Shares hereunder in the ordinary course of its business or investment activity.

3.5.          Ability to Protect Own Interests and Bear Economic Risks .  Such Purchaser, by reason of the business and financial experience of its own management if such Purchaser is other than a natural person or by reason of his or her own business and financial experience if such Purchaser is a natural person, has the capacity to protect such Purchaser’s own interests in connection with the transactions contemplated by this Agreement and the other Transaction Documents.  Such Purchaser is able to bear the economic risk of an investment in the Shares and is able to sustain a loss of all of such Purchaser’s investment in the Shares without economic hardship if such a loss should occur.

3.6.          Accredited Investor .  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

3.7.          Access to Information .  Such Purchaser has been given access to such Company documents, records, and other information, and has had such opportunity to ask such questions of and receive answers from the Company’s officers, employees, agents, accountants, and representatives concerning the Company’s business, operations, financial condition, assets, liabilities, and all other matters relevant to its investment in the Shares as such Purchaser has determined sufficient for such Purchaser to make an informed decision to purchase the Shares.  The representations and warranties of Purchasers contained in this Section 3.7 shall not affect the Purchasers’ reliance on the representations and warranties made by the Company pursuant to Section 4 hereof.

3.8.          No General Solicitation .  Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

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3.9.          Sales and Confidentiality Prior to the Date Hereof .  Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act), of the securities of the Company during the period commencing from the time that such Purchaser first became aware of the transactions contemplated hereby until the date hereof, and such Purchaser shall not do so until the transactions contemplated hereby are publicly disclosed in accordance with Section 6.6 hereof.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares under this Agreement.  Other than to any other Person who is a party to this Agreement or to such Purchaser’s legal or financial advisors who have been informed by such Purchaser’s confidentiality obligations hereunder, such Purchaser has maintained the confidentiality of the existence and terms of the transactions contemplated hereby, and shall continue to do so until such transactions are publicly disclosed in accordance with Section 6.6 hereof.

3.10.        Residence .  The office or offices of such Purchaser in which such Purchaser’s investment decision was made, and which is such principal place of business if such Purchaser is other than a natural person or is such Purchaser’s residence if such Purchaser is a natural person, is located at the address or addresses of such Purchaser set forth on Schedule I hereto.

4.                                        Representations and Warranties by the Company .  Except as set forth in the SEC Reports or in the disclosure schedules attached hereto (the “ Disclosure Schedules ”), the Company represents and warrants to each Purchaser as follows:

4.1.          Organization and Qualification.   The Company and each of its Subsidiaries: (a) is duly organized, validly existing and in good standing (in such jurisdictions where the concept of “good standing” is recognized) under the Laws of the jurisdiction in which it is incorporated or organized; and (b) has full power and authority and the legal right to own or license and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement.  The Company and each of its Subsidiaries is duly qualified and in good standing (in such jurisdictions where the concept of “good standing” is recognized) as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary and where the failure to be so qualified and in good standing as a foreign corporation authorized to do business would reasonably be expected to have a Material Adverse Effect.

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4.2.          Capitalization.   The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 500,000 shares of preferred stock, par value $0.10 per share, of the Company.  As of the date of this Agreement, (i) 19,351,365 shares of Common Stock are issued and outstanding (including 157,806 shares as restricted stock units), (ii) no shares of preferred stock are issued and outstanding; and (iii) 3,482 shares of Common Stock are held in treasury.  As of the date of this Agreement, there are 2,857,514 shares of Common Stock authorized and reserved for future issuance under the Company’s Restated Stock Option Plan, as amended on November 22, 2002, and the Company’s 2007 Equity Incentive Plan (collectively, the “ Company Plans ”) (including, as of the date of this Agreement, outstanding Company Options to purchase 1,979,626 shares of Common Stock and 877,888 shares of unvested restricted stock.  As of the date of this Agreement, there are 110,493 shares of Common Stock authorized and reserved for future issuance under outstanding warrants.  Except as set forth above, as of the date of this Agreement, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities are issued, reserved for issuance or outstanding.  All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans or outstanding warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non assessable and not subject to preemptive rights.

4.3.          Authority; Valid Issuance of Shares

(a)           The Company has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder.  The Company has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the other Transaction Documents and the performance of its obligations hereunder and thereunder, except that the Required Stockholder Approval is and the Increase Authorization may be required for the full conversion of the Shares into shares of Common Stock.  Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Purchasers, constitutes a valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as may be limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.

(b)           The issuance of the Shares has been duly authorized by all requisite corporate action.  When the Shares are issued, sold and delivered following the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and in accordance with the terms of this Agreement for the consideration expressed herein, the Shares will be duly and validly issued and outstanding, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Certificate of

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Designation and applicable United States federal and state or other securities Laws and, except as otherwise set forth herein, the Purchasers shall be entitled to all rights accorded to a holder of Series A Preferred Stock.

(c)           The shares of Common Stock issuable upon the conversion of the Shares, upon receipt of the Required Stockholder Approval and the Increase Authorization, the filing of the related Certificate of Designation with the Secretary of State of the State of Delaware and the filing of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock pursuant to the Increase Authorization, will have been duly authorized by all necessary corporate action and when so issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

4.4.          Consents and Approvals; No Violation .

(a)           Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby by the Company will: (i) assuming the Required Stockholder Approval and the Increase Authorization are obtained, conflict with or violate the Restated Certificate of Incorporation or bylaws (or equivalent organizational and governing documents) of the Company or any of its Subsidiaries; (ii) assuming all consents, approvals, authorizations and permits contemplated by clause (b) of this Section 4.4 have been obtained, and all filings and notifications described in such clause have been made, conflict with or violate any Laws; (iii) violate or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound; (iv) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any lien on any asset of the Company or any of its Subsidiaries; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except, in case of clauses (ii), (iii), (iv) and (v), any such conflict, violation, breach, default or lien as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)           The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Person or Governmental Entity, except (i) the applicable requirements of the Exchange Act, and the rules

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and regulations promulgated thereunder, (ii) approvals and filings in connection with the Required Stockholder Approval and the Increase Authorization, (iii) as required by the NYSE, and (iv) any such consent, approval, authorization, permit, filing or notification the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect .   The only vote of the stockholders of the Company required to approve (i) the conversion of the Shares into Common Stock for purposes of Section Sections 312.03(b) and (c) of the NYSE Listed Company Manual is a majority of the votes cast on such proposal by holders of Common Stock who are entitled to vote such shares on such proposal, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitle to vote on the proposal, and (ii) the amendment of the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as will be sufficient to permit the full conversion of the Shares into Common Stock, is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock.

4.5.          SEC Reports; Financial Statements

(a)           Since June 30, 2008, the Company has timely filed or furnished, without any extensions thereof except as permitted by Rule 12b-25 of the Exchange Act, all forms, reports, statements, certifications and other documents (the “ SEC Reports ”) required by the Exchange Act to be filed or furnished by it with or to the SEC, all of which have complied, as to form, as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder.  None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or furnished, and giving effect to any amendments or supplements thereto or any subsequent SEC Report filed prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading that has not been superseded by a subsequently filed SEC Report that corrects or completes any such untrue statement or omission.  To the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.  None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

(b)           The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows of the Company and its consolidated

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Subsidiaries for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(c)           Neither the Company nor any of its consolidated Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on the Company’s most recent consolidated balance sheet filed with the SEC (including the notes thereto) in conformity with GAAP that are not disclosed in the SEC Reports or reserved on the most recent consolidated balance sheet of the Company and its consolidated Subsidiaries included in the SEC Reports, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses since the date of such most recent consolidated balance sheet filed with the SEC or which, individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect.

4.6.          Litigation.   Except as disclosed in the SEC Reports, the Company has not received notice of any claim, action, suit, proceeding, arbitration, mediation or governmental investigation that is pending or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries or any properties or assets of the Company or any of its Subsidiaries, other than any such claim, action, suit, proceeding, arbitration, mediation or governmental investigation that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.7.          Compliance with Law; No Defaul t.  Neither the Company nor any of its Subsidiaries is, or has been since June 30, 2008 in conflict with, in default with respect to or in violation of: (a) the Restated Certificate of Incorporation or bylaws (or equivalent organizational and governing documents) of the Company or any of its Subsidiaries, (b) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (c) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.8.          Absence of Certain Changes .  Except as set forth in the SEC Reports, since June 30, 2008 there has not been any change, development, event, condition, occurrence or effect that individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect.

4.9.          Exemption from Registration .  Subject to, and in reliance on, the representations, warranties and covenants made herein by the Purchasers, the offering, issuance and sale of the Shares in accordance with the terms and on the bases of the representations and

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warranties set forth in this Agreement may and shall properly occur pursuant to one or more applicable exemptions from the registration requirements of the Securities Act.

4.10.        No Brokers .  None of the Company or any of its officers, directors, employees or Affiliates, has employed or made, or will enter into or make, any agreement, contract, arrangement or understanding with any broker, finder or similar agent or any Person that will result in any liability of any of the Purchaser or any of such Purchaser’s Affiliates, for any finder’s fee, brokerage fee or commission or similar payment in connection with the transactions contemplated hereby nor is there any claim by any Person, or to the knowledge of the Company, any basis for a claim by any Person for any such finder’s fee, brokerage fee or commission or similar payment.

4.11.        Title .  The Company and each Subsidiary has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by it which is material to its business, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property.  Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings.

4.12.        Patents and Trademarks .  The Company and the Subsidiaries have, or have rights to use, patents, trademarks, service marks, trade names, trade secrets, inventions, copyrights, and other intellectual property rights necessary for use in connection with its business and which the failure to so have would have or would reasonably be expected to have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”).  Neither the Company nor any Subsidiary has received any written notice that any product or service offered by the Company or any Subsidiary as of the date hereof, or any use of its Intellectual Property Rights as of the date hereof, violate or infringe upon the rights of any other Person.  All such Intellectual Property Rights are enforceable and, to the knowledge of the Company, there is no existing infringement by another Person of any of the Intellectual Property Rights.

4.13.        Labor Relations .  No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company or any of its Subsidiaries which has resulted in or would reasonably be expected to result in a Material Adverse Effect.  No executive officer is, or is now expected to be, in material violation of any term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to