SHARE PURCHASE AGREEMENT

Exhibit 10.1

SHARE PURCHASE AGREEMENT

DATED AS OF SEPTEMBER 30, 2009

BY AND AMONG

MICHAEL BAKER CORPORATION,

BAKER HOLDING CORPORATION,

BAKER OTS, INC.,

MICHAEL BAKER INTERNATIONAL, INC.,

WOOD GROUP E.&P.F. HOLDINGS, INC.,

WOOD GROUP HOLDINGS (INTERNATIONAL) LIMITED,

AND

WOOD GROUP ENGINEERING AND OPERATIONS SUPPORT LIMITED

TABLE OF CONTENTS

Appendices :

Appendix A — Acquired Subsidiaries
Appendix B — Shares Owned by Sellers to be Transferred at Closing
Appendix C — List of Director and Officer Resignations
Appendix D — Acquired Subsidiaries: Corporate Information

Exhibits :

Exhibit A — Form Legal Opinion
Exhibit B — Form Charter Agreement
Exhibit C — Form of Put and Call Agreement
Exhibit D — Form of Secondment Agreement
Exhibit E — Form Sublease Agreement
Exhibit F — Sublease Guaranty

SHARE PURCHASE AGREEMENT

      THIS SHARE PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 30, 2009, by and among WOOD GROUP E.&P.F. HOLDINGS, INC., a Delaware corporation, WOOD GROUP HOLDINGS (INTERNATIONAL) LIMITED, a limited company incorporated in Scotland, United Kingdom, and WOOD GROUP ENGINEERING AND OPERATIONS SUPPORT LIMITED, a limited company incorporated in Scotland, United Kingdom (each a “ Buyer ” and collectively, the “ Buyers ”), MICHAEL BAKER CORPORATION, a Pennsylvania corporation (“ Baker ”), BAKER HOLDING CORPORATION, a Delaware corporation, BAKER OTS, INC., a Delaware corporation, and MICHAEL BAKER INTERNATIONAL, INC., a Delaware corporation (each of Baker, Baker Holding Corporation, Baker OTS, Inc., and Michael Baker International, Inc., a “ Seller ” and collectively, the “ Sellers ”). Buyers and the Sellers are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties ”.

RECITALS

     WHEREAS, the Sellers directly own the issued and outstanding capital stock and other equity interests of each of the subsidiaries of the Sellers as set forth on Appendix B (collectively, the “ Shares ”); and

     WHEREAS, subject to the terms and conditions set forth herein, the Sellers desire to sell to Buyers, and Buyers desire to purchase from the Sellers, all of the Shares.

     NOW, THEREFORE, the Sellers agree to sell, convey, deliver and transfer the Shares to Buyers and Buyers agree to purchase the Shares from the Sellers for the consideration and on the terms set forth in this Agreement and the Parties agree to enter into the other agreements contemplated by this Agreement.

AGREEMENT

     The Parties, intending to be legally bound and obligated, covenant and agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions . Capitalized terms used in this Agreement are defined in this Section 1.1 or elsewhere in this Agreement, and shall have the meanings therein ascribed to such terms.

     “ 30-Day Period ” has the meaning set forth in Section 2.4(d)(i) .

     “ Accounts Receivable ” means all accounts, notes and other receivables of the Acquired Subsidiaries.

     “ Acquired Subsidiary ” and “ Acquired Subsidiaries ” means those direct and indirect subsidiaries of the Sellers that are being acquired by Buyers pursuant to this Agreement and listed on Appendix A attached hereto.

     “ Affiliate ” means, with respect to any Person, any Person that, directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

     “ Affiliated Group ” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local, or foreign Law.

     “ Agreement ” has the meaning set forth in the Preamble.

     “ Ancillary Agreements ” means the Thailand Share Purchase Agreement, the Transition Services Agreement, the Sublease Agreement, the Sublease Guaranty, the Charter Agreement, the Secondment Agreement and the Put and Call Agreement.

     “ Anti-Indemnity Claims ” has the meaning set forth in Section 9.4(c) .

     “ Anti-Indemnity Law ” means any Law concerning the validity or enforceability of indemnification provisions (and insurance relating thereto) including, but without limitation, the Texas Oilfield Anti-Indemnity Act (Tex. Civ. Prac. & Rem. Code Ann. §§ 127.001-127.008), the Louisiana Oilfield Indemnity Act (La. Rev. Stat. Ann.§9.2780) and the Wyoming Oilfield Anti-Indemnity Act (Wyo. Stat. Ann. § 30-1-131 (2002)).

     “ Arbitrating Accountants ” has the meaning set forth in Section 2.4(d)(iii) .

     “ Asserted Liability ” has the meaning set forth in Section 9.7(a) .

     “ Assets ” means all of the assets, properties (real, personal, or mixed, tangible or intangible) and rights owned or held by any Acquired Subsidiary.

     “ Baker ” has the meaning set forth in the Preamble.

     “ Basket ” has the meaning set forth in Section 9.6(b) .

     “ Breach ” — a “ Breach ” of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any Person) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation, or other provision, and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.

     “ Business ” means all businesses and operations of the Acquired Subsidiaries as conducted as of the Closing Date.

     “ Business Day ” means a day that is not a Saturday, Sunday or a day on which commercial banking institutions located in the United States are authorized or required to close.

     “ Buyer ” and “ Buyers ” has the meaning set forth in the Preamble.

     “ Buyer Indemnified Party ” and “ Buyer Indemnified Parties ” have the meaning set forth in Section 9.2 .

     “ Cap ” has the meaning set forth in Section 9.6(c) .

     “ CERCLA ” has the meaning set forth in Section 4.14(b)(i) .

     “ Charter Agreement ” means that certain Fleet Time Charter Agreement between Baker Vessels, Inc. and Baker M/O Services, Inc. in the form attached hereto as Exhibit B .

     “ Claims ” has the meaning set forth in Section 7.2(g) .

     “ Claims Notice ” has the meaning set forth in Section 9.7(a) .

     “ Closing ” has the meaning set forth in Section 2.2 .

     “ Closing Balance Sheet ” has the meaning set forth in Section 2.4(c) .

     “ Closing Date ” has the meaning set forth in Section 2.2 .

     “ Closing Payment ” has the meaning set forth in Section 2.3(a) .

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Confidential Information ” has the meaning set forth in Section 7.2(f) .

     “ Contemplated Transactions ” means all of the transactions contemplated by this Agreement, including the Closing and the performance by Buyers and Sellers of their respective covenants and obligations under this Agreement.

     “ Contract ” means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

     “ Current Policies ” has the meaning set forth in Section 4.11(a) .

     “ Customs and International Trade Laws ” means any Law, executive order, permit, license, directive, Order, award, or other decision or Law having the force or effect of Law, of any Governmental Authority, concerning the importation of merchandise, the export or re-export of products (including technology and services), the terms and conduct of international transactions, and making or receiving international payments, including but not limited to the Tariff Act of 1930 as amended and other Laws and programs administered or enforced by the United States Customs Service and its successor agencies, the Export Administration Act of 1979 as amended, the Export Administration Regulations, the International Emergency Economic Powers Act as amended, the Arms Export Control Act, the International Traffic in Arms Regulations, any other export controls administered by an agency of the United States government, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Executive Orders of the President regarding embargoes and restrictions on transactions with designated entities (including countries,

terrorists, organizations and individuals), the embargoes and restrictions administered by the United States Office of Foreign Assets Control, the Money Laundering Control Act of 1986 as amended, requirements for the marking of textiles and wearing apparel, prohibitions or restrictions on the importation of merchandise made with the use of slave or child labor, the FCPA, the anti-boycott regulations administered by the United States Department of Commerce, the anti-boycott regulations administered by the United States Department of the Treasury, legislation and regulations of the United States and other countries implementing the North American Free Trade Agreement, anti-dumping and countervailing duty Laws and regulations, and Laws and regulations adopted by the governments or agencies of other countries concerning the ability of U.S. persons to own businesses or conduct business in those countries, restrictions by other countries on holding foreign currency or repatriating funds, or otherwise relating to the same subject matter as the United States statutes and regulations described above.

     “ Customer Owned Vessels ” has the meaning set forth in Section 4.17(a).

     “ Damages ” means any damages, dues, penalties, royalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses and costs of investigation, provided that Damages should not include any special, incidental, consequential or punitive damages (unless awarded in connection with a third party claim and except as specifically provide in Section 9.4 ).

     “ Deficiency Amount ” has the meaning set forth in Section 2.4(e)(ii) .

     “ Disclosure Schedule ” has the meaning set forth in the introduction to Article IV .

     “ Effective Time ” has the meaning set forth in Section 2.2 .

     “ Encumbrances ” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, mortgage, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

     “ Environmental, Health and Safety Requirements ” has the meaning set forth in Section 4.14(b)(i) .

     “ Environmental Permits ” has the meaning set forth in Section 4.14(c)(v) .

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

     “ Excluded Claims ” has the meaning set forth in Section 9.6(b) .

     “ Existing Bonds ” means the following existing bonds issued by Chubb Surety and as to which Baker/MO Services, Inc. is the principal: (i) Bond #104739025 (State of Wyoming — Ten Acre Exemption Permit — Bow and Arrow Scoria Pit) in the bond amount of $10,000; (ii) Bond #81971343 (State of Wyoming — Ten Acre Exemption Permit — Gravel Pit) in the bond amount of $10,000; (iii) Bond #82032637 (City of Sheridan, New York Compliance Bond) in the bond amount of $10,000; (iv) Bond #81971349 (State of Montana — Reclamation Bond for open cut mining) in the bond amount of $86,482; (v) Bond #81971347 (Governor of the State of Texas

Notary Public Bond) in the bond amount of $10,000; and (vi) the bonds identified on Section 4.3(a)(v) of the Disclosure Schedule .

     “ FCPA ” has the meaning set forth in Section 4.13(c) .

     “ FCPA Violations ” has the meaning set forth in Section 9.4(a) .

     “ Final Net Assets ” has the meaning set forth in Section 2.4(c) .

     “ Final Net Assets Statement ” has the meaning set forth in Section 2.4(c) .

     “ Financial Statements ” has the meaning set forth in Section 4.2(a) .

     “ Fundamental Documents ” means, with respect to any Person, whether foreign or domestic, those instruments that (i) define its existence, as filed or recorded with the applicable Governmental Authority, including a corporation’s articles or certificate of incorporation or amalgamation and (ii) otherwise govern its internal affairs, including its operating agreement or by-laws, as the same have been amended, supplemented, or restated to the date hereof.

     “ Fundamental Representation ” has the meaning set forth in Section 9.6(b) .

     “ GAAP ” means generally accepted accounting principles of the United States as in effect from time to time.

     “ Governmental Authority ” means any:

     (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;

     (b) federal, state, local, municipal, foreign, or other government;

     (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

     (d) multi-national organization or body; or

     (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

     “ Government Authorization ” means any approval, filing, Order, consent, license, Permit, waiver, or other authorization, registration, designation, declaration or qualification issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

     “ Hazardous Materials ” has the meaning set forth in Section 4.14(b)(ii) .

     “ Immediate Family Member ” means, with respect to any natural person, (a) such person’s spouse, parents, grandparents, children, grandchildren and siblings, (b) such person’s former spouses and current spouses of such person’s children, grandchildren and siblings and (c)

estates, trusts, partnerships and other entities of which substantially all of the interest is held directly or indirectly by the foregoing.

     “ Indemnified Party ” has the meaning set forth in Section 9.7 .

     “ Indemnifying Party ” has the meaning set forth in Section 9.7 .

     “ Insurance Reserve ” means the aggregate value of all reserves for Insured Claims included on the Closing Balance Sheet.

     “ Insured Claim ” means any claim against an Acquired Subsidiary that arises from an action (or actions), inaction (or inactions) or other event or events occurring prior to the Effective Time and is the type of claim covered by the property and general liability, marine, auto and/or workers’ compensation insurance policies under which such Acquired Subsidiary is covered, including (i) any claim up to the $500,000 deductible per claim for any worker’s compensation insured claim under the worker’s compensation policy, (ii) any claim up to the $1,000,000 self-insured retention per claim for any general liability insurance policy claim and up to the applicable deductible under the general liability marine and auto insurance policies notwithstanding the applicability of any Anti-Indemnity Law to such claims, other than an insurance policy or insurance policies acquired by Buyers or any Acquired Subsidiary after the Effective Time.

     “ Intellectual Property Rights ” means (i) rights in patents, patent applications and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, trade names, trade dress and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter or protectable designs, registered or unregistered, (iv) trade secrets, (v) rights in internet domain names, uniform resource locators and e-mail addresses, (vi) rights in semiconductor topographies (mask works), registered or unregistered, (vii) know-how and (viii) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of Law, Contract, license or otherwise.

     “ Interim Financial Statements ” has the meaning set forth in Section 4.2(a)(ii) .

     “ IRS ” means the United States Internal Revenue Service.

     “ Knowledge ” has the meaning set forth in Section 11.1(a) .

     “ Law ” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, ruling, decree, constitution, law, ordinance, principle of common law, regulation, statute, code, treaty, rule of law (including common law), or any legal requirement of any Governmental Authority or any binding agreement with any Governmental Authority binding upon a Person or its assets.

     “ Leased Real Property ” has the meaning set forth in Section 4.5(b) .

     “ Legal Actions ” means any legal actions, claims, demands, arbitrations, hearings, charges, complaints, investigations, examinations, indictments, litigations, suits or other civil,

criminal, administrative or investigative proceedings, at law, in equity or otherwise, by or before any Governmental Authority.

     “ Liability ” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

     “ Licensed-In Intellectual Property Rights ” means Third-Party Intellectual Property Rights used or held for use by any of the Acquired Subsidiaries with the permission of the owner.

     “ Material Adverse Effect ” means any change, effect, event, occurrence, state of facts or development that results in or could, with the passage of time, reasonably be expected to result, individually or in the aggregate, in an adverse effect on the business, properties, assets, condition (financial or otherwise) or results of operations of the Business in excess of $750,000; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and the following shall not be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any failure of the Acquired Subsidiaries to meet internal projections or forecasts or revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement; (b) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (c) any adverse change, effect, event, occurrence, state of facts or developments attributable to conditions affecting the industries in which the Acquired Subsidiaries participate, the U.S. economy as a whole or foreign economies in any locations where the Acquired Subsidiaries have registrations, operations or sales, or (d) any adverse change, effect, event, occurrence, state of facts or developments arising from or relating to any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof.

     “ Material Contracts ” has the meaning set forth in Section 4.3(a) .

     “ NDA ” has the meaning set forth in Section 11.10 .

     “ Net Assets ” has the meaning set forth in Section 2.4(b) .

     “ Northbelt Lease Agreement ” means the Lease Agreement dated August 31, 2005 between Northbelt Office Center II, L.P. and Baker/MO Services, Inc.

     “ Notice of Adjustment ” has the meaning set forth in Section 2.4(c) .

     “ Objection Notice ” has the meaning set forth in Section 2.4(d)(ii) .

     “ Off-the-Shelf Software ” means Software that is widely commercially available for a price of less than $1,000 for any number of users or less than $1,000 per seat, PC, CPU or user.

     “ Order ” any award, decree, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority or by any arbitrator.

     “ Ordinary Course of Business ” means an action taken by a Person which is consistent with the past customs and practices of such Person and is taken in the ordinary course of the normal operations of such Person.

     “ Owned Intellectual Property Rights ” means Intellectual Property Rights owned by any of the Acquired Subsidiaries

     “ Owned Vessels ” has the meaning set forth in Section 4.17(a) .

     “ Parent Company Guarantee ” has the meaning set forth in Section 7.2(e) .

     “ Party ” and “ Parties ” have the meaning set forth in the Preamble.

     “ Permits ” means any franchises, grants, authorizations, licenses, registrations, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority.

     “ Permitted Encumbrances ” means (i) Encumbrances for current Taxes (as defined below) not yet due and payable, and (ii) Encumbrances of materialmen, carriers, landlords and like Persons, all of which are not yet due and payable.

     “ Person ” means any individual, corporation, association, limited liability company, partnership, joint venture or other entity or organization of any kind.

     “ Plan ” means every plan, fund, Contract, program and arrangement (whether written or not) for the benefit of present or former employees or other service providers or their respective spouses or dependents, including those intended to provide (i) medical, surgical, health care, hospitalization, dental, vision, workers’ compensation, life insurance, death, disability, legal services, severance, sickness or accident benefits (whether or not defined in Section 3(1) of ERISA), (ii) pension, profit sharing, stock bonus, retirement, supplemental retirement or deferred compensation benefits (whether or not tax qualified and whether or not defined in Section 3(2) of ERISA) including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40)(A) of ERISA, or (iii) salary continuation, unemployment, supplemental unemployment, severance, termination pay, change-in-control, vacation or holiday benefits (whether or not defined in Section 3(3) of ERISA), (w) that is maintained or contributed to by any Acquired Subsidiary, (x) that any Acquired Subsidiary has committed to implement, establish, adopt or contribute to in the future, (y) for which any Acquired Subsidiary is or may be financially liable as a result of the direct sponsor’s affiliation with any Acquired Subsidiary, or such Acquired Subsidiary’s shareholders (whether or not such affiliation exists at the date of this Agreement and notwithstanding that the Plan is not maintained by any Acquired Subsidiary for the benefit of its employees or former employees or other service providers or their respective spouses or dependents) including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40)(A) of ERISA, or (z) for or with

respect to which any Acquired Subsidiary is or may become liable under any common law successor doctrine, express successor liability provisions of Law, provisions of a collective bargaining agreement, labor or employment Law or agreement with a predecessor employer. Plan does not include any arrangement that has been terminated and completely wound up prior to the date of this Agreement and for which no Acquired Subsidiary has any present or potential liability.

     “ Pre-Closing Tax Period ” has the meaning set forth in Section 8.1 .

     “ Purchase Price ” has the meaning set forth in Section 2.3(a) .

     “ Put and Call Agreement ” means that certain Put and Call Option Agreement between Baker Vessels, Inc. and Baker M/O Services, Inc. in the form attached hereto as Exhibit C .

     “ RCRA ” has the meaning set forth in Section 4.14(b)(i) .

     “ Real Property Lease ” has the meaning set forth in Section 4.5(b) .

     “ Registered Intellectual Property Rights ” means Intellectual Property Rights of an Acquired Subsidiary that are the subject of a pending application or an issued patent, trademark, copyright, design right or other similar registration formalizing exclusive rights.

     “ Related Party ” means any Affiliate and each equity holder, member of the board of directors, or officer of an Acquired Subsidiary or an Immediate Family Member or Affiliate thereof, including, specifically, any Seller; provided, however, that an Acquired Subsidiary shall not be deemed to be a Related Party of another Acquired Subsidiary.

     “ Release ” has the meaning set forth in Section 4.14(b)(iii) .

     “ Released Matters ” has the meaning set forth in Section 7.2(g) .

     “ Releasee ” and “ Releasees ” have the meaning set forth in Section 7.2(g) .

     “ Remaining Disputed Items ” has the meaning set forth in Section 2.4(d)(iii) .

     “ Replacement Bonds ” has the meaning set forth in Section 7.2(n) .

     “ Retained Liabilities ” has the meaning set forth in Section 2.4(a) .

     “ Secondment Agreement ” means that certain Secondment Agreement between Baker Vessels, Inc. and Baker M/O Services, Inc. in the form attached hereto as Exhibit D .

     “ Seller ” and “ Sellers ” has the meaning set forth in the Preamble.

     “ Shares ” has the meaning set forth in the Recitals.

     “ Share Register Instruments” means the items referred to in Section 3.1(i) (ii) through (xiii).

     “ Software ” means computer programs or data in computerized form, whether in object code, source code or other form.

     “ Storm Cat Receivables ” has the meaning set forth in Section 2.4(b) .

     “ Straddle Period ” has the meaning set forth in Section 8.2 .

     “ Sublease Agreement ” means the Sublease Agreement in the form attached hereto as Exhibit E which is to be entered into and delivered before the Closing by and between Baker/MO Services, Inc. as Sublessor and Michael Baker Jr., Inc. as Sublessee with respect to the portion of the Houston office facility which is to be subleased by Michael Baker Jr., Inc.

     “ Sublease Guaranty ” means the Sublease Guaranty in the form attached as Exhibit F which is to be executed and delivered before the Closing by Michael Baker Corporation.

     “ Subsidiary ” means, as of the applicable point in time, each corporation, partnership, limited liability company or other entity of which the applicable party owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or equity interests.

     “ Surplus Amount ” has the meaning set forth in Section 2.4(e)(iii) .

     “ Tax ” and “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, workers’ compensation, disability, real property, personal property, sales, use, service transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, duty, impost or charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and any transferee liability in respect of any item described in this definition.

     “ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Law relating to any Tax.

     “ Targeted Net Assets ” has the meaning set forth in Section 2.4(a) .

     “ Third Party Claim ” has the meaning set forth in Section 9.7(c)(i) .

     “ Third-Party Intellectual Property Rights ” means Intellectual Property Rights in which a Person other than an Acquired Subsidiary has any ownership interest.

     “ Transaction Document ” means this Agreement, the Ancillary Agreements, and any agreements, instruments, certificates and documents required to be executed and delivered pursuant hereto or in connection herewith.

     “ Unbilled Accounts Receivable ” means cost of Contracts in progress and estimated earnings, less billings of the Acquired Subsidiaries.

1.2 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

ARTICLE II
PURCHASE AND SALE OF THE SHARES

2.1 Purchase and Sale of the Shares .

     At the Closing, on the terms and subject to the conditions contained herein, the Sellers shall sell, transfer, assign, convey and deliver all of the Shares to Buyers free and clear of any Encumbrances, and Buyers shall purchase and accept all of the Shares from the Sellers.

           2.2 Closing.

     The closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of Reed Smith LLP, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219 on the later of September 30, 2009, or at such other time and place as the Parties may agree (the “ Closing Date ”). The Closing shall be deemed effective at 11:59 p.m. on the Closing Date (the “ Effective Time ”). Subject to the provisions of Article X , failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

           2.3 Purchase Price.

          (a) Purchase Price . The purchase price for the Shares shall be Thirty-Seven Million Nine Hundred Forty Four Thousand Dollars ($37,944,000) (the “ Purchase Price ”), which is subject to an adjustment after Closing as provided in Section 2.4 below, which shall be paid by Buyers at the Closing upon surrender by Sellers of the Shares in cash (such amount, the “ Closing Payment ”). The Closing Payment shall be allocated among and paid to each Seller, by wire transfer of immediately available funds to the following account to be allocated among the Sellers as follows:

Citizens Bank
Riverside, RI
ABA:
Swift:

Michael Baker Corporation
100 Airside Drive
Airside Business Park
Moon Township, PA 15108

Account No.:

     (b)  Purchase Price Allocation . The Purchase Price shall be allocated among the Shares as follows:

     (c)  Termination and Waiver of Certain Rights . Each of the Sellers hereby waives any preemptive rights that such Party may have, including, without limitation, those preemptive rights under the Fundamental Documents of the Acquired Subsidiaries or any other agreement by and among any Acquired Subsidiary and any Seller, with respect to the consummation of the Closing.

           2.4 Purchase Price Adjustment.

          (a) Purchase Price Assumptions . The Purchase Price is based upon the assumption that Net Assets (defined below) transferred at Closing to Buyers will be equal to the Net Asset Threshold (the “ Targeted Net Assets ”) and that Buyers and the Acquired Subsidiaries (1) shall not assume or otherwise be responsible for any of the liabilities or obligations of the Acquired Subsidiaries or BES to the Sellers or any of Sellers’ direct or indirect subsidiaries or Affiliates (excluding the Acquired Subsidiaries and BES), (2) such amounts shall not be treated as liabilities of the Acquired Subsidiaries or BES for purposes of calculating Targeted Net Assets or BES Net Assets in this Section 2.4, and (3) such amounts shall be and are hereby assumed by Baker at the Closing (the “ Retained Liabilities ”). The Net Asset Threshold shall be calculated and determined as follows:

Net Asset Threshold equals the sum of $31,350,000 plus the Vessel Proceeds plus the BES Adjustment

For purposes of determining the Net Asset Threshold, the following definitions and calculations shall be applicable:

“Vessel Proceeds” will equal the net proceeds received by Baker Vessels, Inc. in respect of the sale of the Owned Vessels under the terms of the Put and Call Agreement plus any insurance proceeds received or receivable by Baker Vessels Inc. with respect to any of the Owned Vessels unless such proceeds are used to repair or replace.

“BES Adjustment” will equal whichever of the following three alternatives is applicable:

(i) If Wood Group Holdings (International) Limited acquires, pursuant to and in accordance with the BES Share Purchase Agreement, 79.7% of B.E.S. Energy Resources Company Limited, a Thailand Joint Venture (“BES”) from Sellers, then the amount of the BES Adjustment will be zero;

(ii) If , pursuant to and in accordance with the BES Share Purchase Agreement, Wood Group Holdings (International) Limited does not acquire any shares of capital stock in BES from Sellers, then the BES Adjustment will be calculated and determined as follows:

     [(BES Net Assets Less BES Net Cash Plus BES Intercompany Debt) * 79.7%] * -1

(iii) If, pursuant to and in accordance with the BES Share Purchase Agreement, Wood Group Holdings (International) Limited acquires 100% of the capital stock of BES from Sellers, then the BES Adjustment will be calculated as follows:

     [(BES Net Assets Less BES Net Cash Plus BES Intercompany Debt) * 20.3%]

The following terms shall have the following meanings for purposes of the calculations referred to herein:

“BES Net Assets” means (A) the total assets of BES minus (B) the total liabilities of BES, calculated in accordance with GAAP and using the same accounting methods, policies, practices, and procedures, with consistent classification, judgments, and estimation methodology as were used by BES in preparing the BES financial statements for the year ending December 31, 2008 (provided that in the event of any conflict between GAAP and consistency, GAAP will control);

“BES Net Cash” means the actual cash holdings of BES minus (i) the total value of all bank, lease, hire purchase, and other similar debt and (ii) debt owed by BES to affiliates of BES other than the Acquired Subsidiaries, all at the date of this Agreement; and

“BES Inter Company Debt” means the total debt owed by BES to the Acquired Subsidiaries at the date of this Agreement.

          (b) Net Assets . “ Net Assets ” means (A) the total assets of the Acquired Subsidiaries minus (B) the total liabilities of the Acquired Subsidiaries, calculated in accordance with GAAP and using the same accounting methods, policies, practices, and procedures, with consistent classification, judgments, and estimation methodology as were used by the Acquired Subsidiaries in preparing the Financial Statements (provided that in the event of any conflict between GAAP and consistency, GAAP will control), provided however, (i) the liabilities of the Acquired Subsidiaries shall not include the Retained Liabilities, (ii) no value will be assigned to the accounts receivable owed to Baker or the Acquired Subsidiaries arising from pre-petition claims of the Chapter 11 filing by Storm Cat Energy (USA) Operating Companies and any of its Affiliates (the “ Storm Cat Receivables ”); and (iii) goodwill will not be included in total assets. Schedule 2.4(b) attached hereto contains an example of the calculation for Net Assets.

          (c) Preparation of Closing Statements . As promptly as practicable following the Closing Date, but in no event more than sixty (60) Business Days after the Closing Date, Buyers, at their sole expense, shall prepare and deliver to the Sellers a notice (the “ Notice of Adjustment ”) of Buyers setting forth its proposed adjustment, if any, of the Purchase Price as contemplated under this Section 2.4 , along with (i) an unaudited combined balance sheet of the Acquired Subsidiaries as of the Effective Time (the “ Closing Balance Sheet ”), and (ii) a statement (the “ Final Net Assets Statement ”) setting forth Buyers’ proposed computation of the Net Assets as of the Effective Time (the “ Final Net Assets ”). Both the Closing Balance Sheet and the Final Net Assets Statement shall be prepared in accordance with GAAP using the same accounting methods, policies, practices, and procedures, with consistent classification, judgments, and estimation methodology as were used by the Acquired Subsidiaries in preparing the Financial Statements (provided that in the event of any conflict between GAAP and consistency, GAAP will control); provided, however, that for purposes of preparing the Final Net Assets Statement, Net Assets shall be calculated and determined in accordance with Section 2.4(b) above. The Vessel Proceeds component shall be determined as of the date of Baker Vessels Inc.’s receipt of the Vessel Proceeds and the Parties shall cooperate to provide all relevant information to each other with respect to such Vessel Proceeds in a timely manner. The amount of the BES Adjustment shall be determined by Buyer within forty-five days following the closing of the transactions contemplated by the BES Share Purchase Agreement. It is agreed that the amount of the Vessel Proceeds and BES Adjustment may be determined following the date that Closing Balance Sheet and Final Net Assets Statement are resolved and finalized.

     (d)  Review by the Sellers .

     (i) Following receipt of the Notice of Adjustment, the Sellers will be afforded a period of thirty (30) Business Days (the “ 30-Day Period ”) to review the Notice of Adjustment. During the 30-Day Period, Buyers shall provide the Sellers and their advisors with reasonable access upon prior written request to the Acquired Subsidiaries’ books and records, as well as the right to make copies of all such books and records of the Acquired Subsidiaries, in each case, as related to the preparation of the Closing Balance Sheet and the preparation of the Final Net Assets Statement. Buyers shall also provide the Sellers with reasonable access upon prior written request to work papers, trial balances and similar materials used in connection with preparing the Closing Balance Sheet and the Final Net Assets Statement and shall allow the Sellers to make copies thereof. Following receipt of notice of the BES Adjustment, the Sellers will be afforded a 30-Day Period to review the amount of the BES Adjustment (the “BES 30”). During the BES 30, Buyers shall provide the Sellers and their advisors with reasonable access upon prior written request to BES’ books and records, as well as the right to make copies of all such books and records of BES, in each case, as related to the preparation of the BES closing balance sheet and the preparation of the BES Final Net Assets Statement. Buyers shall also provide the Sellers with reasonable access upon prior written request to work papers, trial balances and similar materials used in connection with preparing the closing balance sheet and the final net assets statement of BES and shall allow the Sellers to make copies thereof.

          (ii) At or before the end of the 30-Day Period, the Sellers will either (A) accept the Final Net Assets (as set forth in the Notice of Adjustment) in its entirety, in which case the Final Net Assets will be as set forth in the Notice of Adjustment or (B) deliver to Buyers a written notice (the “ Objection Notice ”) containing a reasonably detailed written explanation of the specific items in the Final Net Assets Statement or the Closing Balance Sheet which the Sellers dispute, in which case the Final Net Assets Statement shall be deemed to be in dispute. The failure by the Sellers to deliver the Objection Notice within the 30-Day Period shall constitute the Sellers’ acceptance of the Final Net Assets as set forth in the Notice of Adjustment and the Final Net Assets as calculated by the Buyers shall be binding and conclusive on the Parties and will be used in determining the adjustment to the Purchase Price as set forth in Section 2.4(e) . At or before the end of the BES 30, the Sellers will either (A) accept the BES final net assets (as set forth in the BES notice of adjustment) in its entirety, in which case the BES final net assets will be as set forth in the BES notice of adjustment or (B) deliver to Buyers a written notice (the “ BES Objection Notice ”) containing a reasonably detailed written explanation of the specific items in the BES final net assets statement or the BES closing balance sheet which the Sellers dispute, in which case the BES final net assets statement shall be deemed to be in dispute. The failure by the Sellers to deliver the BES Objection Notice within the BES 30 shall constitute the Sellers’ acceptance of the BES final net assets as set forth in the BES notice of adjustment and the BES final net assets as calculated by the Buyers shall be binding and conclusive on the Parties and will be used in determining the adjustment to the Purchase Price as set forth in Section 2.4(e) .

          (iii) If the Sellers deliver the Objection Notice or the BES Objection Notice in a timely manner, then, within a further period of twenty (20) Business Days (or such longer period as mutually agreed upon by Sellers and Buyers) from the end of the 30-Day Period or the BES 30, as applicable, the Parties and, if desired, their respective accountants will attempt to resolve in good faith the disputed items in the Objection Notice or BES Objection Notice and reach a written agreement with respect thereto. Failing such resolution, any unresolved disputed items (“ Remaining Disputed Items ”) will be referred for final binding resolution to KPMG LLP or, in the event KPMG LLP is unavailable to serve as the arbitrating accountants, then to an international accounting firm mutually acceptable to the parties (the “ Arbitrating Accountants ”). If any Remaining Disputed Items are submitted to the Arbitrating Accountants for resolution, (i) within 30 days of the engagement of the Arbitrating Accountants, each Party will submit to the Arbitrating Accountants a written brief of its position as to the Remaining Disputed Items and shall furnish to the Arbitrating Accountants such workpapers and other documents and information relating to the Remaining Disputed Items as the Arbitrating Accountants may request and are available to that Party or its Affiliates (or its independent public accountants); (ii) each Party will be afforded the opportunity to present to the Arbitrating Accountants any written material relating to the determination of its position as to the Remaining Disputed Items and to discuss such determination with the Arbitrating Accountants; (iii) the Arbitrating Accountants’ determination for the Remaining Disputed Items must be rendered within 30 days of the submission of the Parties’ briefs as to their respective positions on the Remaining Disputed Items; (iv) the Arbitrating Accountants’ determination for any of the Remaining Disputed Items cannot be greater than or less than the greatest or lowest value, respectively, claimed for that particular item in the Closing Balance Sheet, the Final Net Assets Statement, and Notice of Adjustment delivered by the Buyers, or in the Objection Notice delivered by the Sellers; of the BES closing balance sheet, the BES final net assets statement, and BES notice of adjustment delivered by the Buyers, or in the Objection Notice or BES Objection Notice delivered by the Sellers; in each case as applicable, (v) the determination by the Arbitrating Accountants, as set forth in a written report delivered to all Parties by the Arbitrating Accountants, will be in accordance with the terms hereof, including GAAP, and shall be binding on, conclusive, and non-appealable by, the Parties and their respective Affiliates and not subject to collateral attack for any reason other than manifest error or fraud, and the Arbitrating Accountants shall not be entitled to consider any items or matters other than the Remaining Disputed Items or BES Remaining Dispute Items, as applicable; and (vi) the fees and expenses of the Arbitrating Accountants shall be paid 50% by the Buyers and 50% by the Sellers. Each Party shall pay the costs, if any, of its own accountants and advisors in connection with the adjustment to the Purchase Price contemplated by this Section 2.4 .

          (e) Post Closing Adjustment .

          If the Final Net Assets (as determined under this Section 2.4 ) equals the Targeted Net Assets, then no adjustment shall be made to the Purchase Price and no cash payment shall be required by either Buyers or Sellers after Closing.

          (ii) If the Final Net Assets (as determined under this Section 2.4 ) is less than the Targeted Net Assets (the amount of such shortfall being referred to herein as the “ Deficiency Amount ”), then the Purchase Price shall be decreased by the amount of the Deficiency Amount and the Deficiency Amount shall be paid to the Buyers by the Sellers in cash by wire transfer of immediately available funds within five (5) Business Days after the final resolution of the adjustment amount by the mutual agreement of the Parties or by the Arbitrating Accountants (or at the end of the 30-Day Period, if no Objection Notice is delivered).

          (iii) If the Final Net Assets (as determined under this Section 2.4 ) is greater than the Targeted Net Assets (the amount of such excess being referred to herein as the “ Surplus Amount ”), then the Purchase Price shall be increased by the amount of the Surplus Amount and Buyers shall pay to the Sellers the Surplus Amount in cash by wire transfer of immediately available funds within five (5) Business Days after the final resolution of the adjustment amount by the mutual agreement of the Parties or by the Arbitrating Accountants (or at the end of the 30-Day Period, if no Objection Notice is delivered) (such payment to be paid to the Sellers in the same proportions that the Closing Payment is paid to the Sellers as set forth in Section 2.3(a) ).

          (iv) The amount of the Vessel Proceeds component of the Targeted Net Assets shall be within five (5) Business Days following Baker Vessels Inc.’s receipt of the Vessel Proceeds.

          (v) The amount of the BES Adjustment will be paid to the appropriate Sellers within five (5) Business Days after the final resolution of the BES Adjustment Amount by the Parties or by the Arbitrating Accountants (or at the end of the BES 30 if no BES Objection Notice is delivered.

     The rights set forth in this Section 2.4 are the sole and exclusive remedy with respect to the subject matter of this Section 2.4 . The indemnification provisions set forth in Article IX shall not apply to the matters set forth in this Section 2.4 .

ARTICLE III
CONDITIONS OF CLOSING

           3.1 Conditions to Obligations of Buyers.

     The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following conditions (any of which may be waived in writing by Buyers in whole or in part):

          (a) Representations and Warranties . Without giving effect to any disclosures made to Buyers pursuant to Section 7.1(c) , the representations and warranties of the Sellers set forth in Articles IV and V (subject to the Disclosure Schedule) shall be true and correct in all material respects (except for those representations and warranties qualified as to material, materiality or Material Adverse Effect or similar expressions, which shall be true and correct in

all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (provided that such representations and warranties which are made expressly as of a particular date shall be true and correct as of such date).

          (b) Performance of Covenants and Agreements . Each Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;

          (c) Fundamental Documents; Books and Records . Each of the Acquired Subsidiaries shall have in its possession its respective original Fundamental Documents, minute books and governance records, except for the original Fundamental Documents, minute books and governance records set forth on Section 4.1(a) of the Disclosure Schedule and Section 4.2(c) of the Disclosure Schedule .

          (d) Orders, Legal Actions . There shall not be any Law or Order in effect that enjoins, prohibits or prevents the performance of this Agreement and/or the consummation of the Contemplated Transactions. No Legal Action shall be pending or threatened before any Governmental Authority wherein an unfavorable Order could reasonably be expected to prevent consummation of any of the Contemplated Transactions or result in a Material Adverse Effect.

          (e) Government Approvals; Third Party Consents . The Parties and the Acquired Subsidiaries shall have received all Government Authorizations identified in Section 4.10(b) of the Disclosure Schedule . All of the notices, consents and approvals listed on Section 4.10(a) of the Disclosure Schedule shall have been obtained or made (as applicable) by the Sellers and/or the Acquired Subsidiaries and shall be in full force and effect.

          (f) No Material Adverse Effect . A Material Adverse Effect shall not have occurred.

          (g) Transfer of Vessel Operations . (i) Baker M/O Services, Inc. shall have sold and transferred all Owned Vessels free of Encumbrances pursuant to the bills of sale between Baker M/O Services, Inc. and Baker Vessels, Inc. and delivered to the Buyers an executed copy thereof; (ii) Baker M/O Services, Inc. and Baker Vessels, Inc. shall have duly executed the Charter Agreement and the Put and Call Agreement; (iii) Baker M/O Services, Inc. shall have terminated the nine employees who are full time members of the crews of the Owned Vessels, and Baker shall have hired such employees on behalf of Baker Vessels, Inc. and included such employees in Baker’s benefit plans; (iv) Baker Vessels, Inc. shall have filed U.S. Coast Guard CG-1258, (v) Baker M/O Services, Inc. and Baker Vessels, Inc. shall have duly executed the Secondment Agreement.

          (h) Baker M/O Services, Inc. and Michael Baker Jr., Inc. shall have duly executed the Sublease Agreement

          (i) Michael Baker Corporation shall have duly executed the Sublease Guaranty .

          (j) Closing Deliverables . The Sellers shall have delivered, or caused to be delivered, to Buyers each of the following before or at Closing:

          (i) the certificates (or lost share affidavits reasonably satisfactory to Buyers) representing the Shares duly endorsed in blank for transfer;

          (ii) the share register book for Baker Energy de Venezuela, C.A., to be updated to effect the consummation of the sale of the Shares of Baker Energy de Venezuela, C.A.;

          (iii) the share register book for Baker O&M International, Ltd., to be updated to effect the consummation of the sale of the Shares of Baker O&M International, Ltd.;

          (iv) an executed and notarized counterpart to the Instrument of Transfer for the sale of the Shares of Baker O&M International, Ltd., duly executed by a Person authorized to execute and deliver the Instrument of Transfer on behalf of Baker O&M International, Ltd.;

          (v) the share register book for Baker OTS International, Inc., to be updated to effect the consummation of the sale of the Shares of Baker OTS International, Inc.;

          (vi) an executed and notarized counterpart to the Instrument of Transfer for the sale of the Shares of Baker OTS International, Inc., duly executed by a Person authorized to execute and deliver the Instrument of Transfer on behalf of Baker OTS International, Inc.;

          (vii) certification of the register of members of Baker O&M International, Ltd. and Baker OTS International, Inc. by the secretary or registered agent of each;

          (viii) certificate of incumbency from the Registrar of Companies in the Cayman Islands certifying the directors and officers of Baker O&M International, Ltd. and Baker OTS International, Inc.

          (ix) the share register book for Overseas Technical Services International, Ltd., to be updated to effect the consummation of the sale of the Shares of Overseas Technical Services International, Ltd.;

          (x) an executed and notarized counterpart to the Transfer of Shares document for the sale of the Shares of Overseas Technical Services International, Ltd., duly executed by a Person authorized to execute and deliver the Instrument of Transfer on behalf of Overseas Technical Services International, Ltd.;

          (xi) the share register book for OTS Finance and Management Ltd., to be updated to effect the consummation of the sale of the Shares of OTS Finance and Management Ltd.;

          (xii) an executed and notarized counterpart to the Transfer of Shares document for the sale of the Shares of OTS Finance and Management Ltd., duly executed

by a Person authorized to execute and deliver the Instrument of Transfer on behalf of OTS Finance and Management Ltd.;

          (xiii) duly executed stock transfer forms representing the Shares of SD Forty Five Limited under UK law;

          (xiv) evidence of the execution of the Ancillary Agreements;

          (xv) evidence that all Encumbrances set forth in Section 4.6(a) of the Disclosure Schedule have been removed, except for those that the Buyer agrees shall remain in place for the equipment leases duly noted in Section 4.6(a) of the Disclosure Schedule ;

          (xvi) a certificate from each of the Sellers, dated as of the Closing Date, stating that the conditions specified in subsections (a), (b) and (c) of this Section 3.1 , as they relate to such Seller and/or the Acquired Subsidiaries, as applicable, have been satisfied;

          (xvii) a certificate of the Secretary (or similar officer) of each Seller certifying (A) that correct and complete copies of each resolution of its board of directors (or similar governing body) approving the execution of this Agreement and the Contemplated Transactions are attached thereto and (B) the incumbency and signature of the Persons authorized to execute and deliver this Agreement on behalf of such Seller;

          (xviii) a resignation, effective as of the Effective Time, from each director and/or officer of the Acquired Subsidiaries set forth on Appendix C , in form and substance reasonably satisfactory to Buyers;

          (xix) certificates from appropriate Governmental Authorities, each dated as of a recent date, as to the good standing or qualification to do business, as the case may be, of the Acquired Subsidiaries in those jurisdictions set forth on Section 4.1(a) of the Disclosure Schedule ;

          (xx) a certificate of the Secretary (or similar officer) of each Acquired Subsidiary certifying that complete and accurate copies of (A) all Fundamental Documents in the possession of the Acquired Subsidiaries or Sellers as of the Closing Date been given to the Buyers and that (B) each Acquired Subsidiary is in possession of the originals of such Fundamental Documents, its minute books and governance records, except as set forth on Section 4.1(a) of the Disclosure Schedule and Section 4.2(c) of the Disclosure Schedule ;

          (xxi) an opinion from Reed Smith, counsel to Sellers, in form and substance set forth on Exhibit A attached hereto;

          (xxii) such other documents and instruments, in form and substance reasonably satisfactory to Buyers and their counsel, as are necessary in order to consummate the Closing in accordance with the terms and provisions hereof.

          (xxiii) an executed release by the banks of Baker/MO Services, Inc. and Baker OTS, Inc. from any and all obligations under Sellers First Amended and Restated Loan Agreement;

          (xxiv) evidence of the transfer of the Owned Vessels in accordance with Section 3.1(g)

          (xxv) evidence of the Consent of Directors of Baker/MO Services, Inc. approving the sale of the capital stock of Baker/MO Services, Inc. to the Buyers.

The items referred to in Section 3.1(i) (ii) through (xiii) are referred to herein as the “ Share Register Instruments ”. If the Closing occurs, all Closing conditions set forth in this Section 3.1 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Buyers for purposes of this Section 3.1 with no further action required by the Parties.

           3.2 Conditions to Obligations of the Sellers .

     The obligation of the Sellers to consummate the Closing is subject to the satisfaction of the following conditions (any of which may be waived in writing by the Sellers in whole or in part):

          (a) Representations and Warranties . The representations and warranties of Buyers set forth in Article VI shall be true and correct in all material respects (except for those representations and warranties qualified as to material, materiality or Material Adverse Effect or similar expressions, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (provided that such representations and warranties which are made expressly as of a particular date shall be true and correct as of such date).

          (b) Performance of Covenants and Agreements . Each Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.

          (c) Orders . There shall not be any Law or Order in effect that enjoins, prohibits or prevents the performance of this Agreement and/or the consummation of the Contemplated Transactions. No Legal Action shall be pending or threatened before any Governmental Authority wherein an unfavorable Order could reasonably be expected to prevent consummation of any of the Contemplated Transactions.

          (d) Closing Deliverables . Buyers shall have delivered, or caused to be delivered, to the Sellers each of the following at Closing:

          (i) without duplication, cash payment of the amount of the Closing Payment due to the Sellers at Closing pursuant to Section 2.3(a)(i) , by wire transfer of immediately available funds to such accounts at such banks as the Sellers shall designate in writing;

          (ii) a certificate from each Buyer, dated as of the Closing Date, stating that the conditions specified in subsections (a) and (b) of this Section 3.2 , as they relate to such Buyer, have been satisfied;

          (iii) a certificate of the Secretary (or similar officer) of each Buyer certifying (A) that correct and complete copies of each resolution of its board of directors (or similar governing body) approving the execution and delivery of this Agreement and the Contemplated Transactions are attached thereto and (B) the incumbency and signature of the Persons authorized to execute and deliver this Agreement on behalf of such Buyer;

          (iv) the Share Register Instruments which are required to be executed by Buyer by applicable law; and

          (v) such other documents and instruments, in form and substance reasonably satisfactory to the Sellers and their counsel, as are necessary in order to consummate the transactions contemplated hereby in accordance with the terms and provisions hereof.

If the Closing occurs, all Closing conditions set forth in this Section 3.2 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by the Sellers for purposes of this Section 3.2 with no further action required by the Parties.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES CONCERNING ACQUIRED
SUBSIDIARIES

     Subject to any matters disclosed by the Sellers in the disclosure schedule attached hereto (the “ Disclosure Schedule ”), the Sellers, jointly and severally, represent and warrant to Buyers that the statements contained in this Article IV are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV ) (unless such representation or warranty expressly relates to a specific date, in which case, as of such date). The Disclosure Schedule will be arranged in sections and subsections corresponding to the sections and subsections contained in this Agreement, and any information disclosed in any such section or subsection of the Disclosure Schedule shall be deemed to be disclosed only for purposes of the corresponding section or subsection of this Agreement.

           4.1 Organization, Good Standing, Qualification and Powers; Equity Interests, Etc .

          (a) Organization, Good Standing, Qualification and Powers . Appendix D contains, for each Acquired Subsidiary, a complete and accurate list of its name, its jurisdiction of incorporation or formation, and other jurisdictions in which it is authorized to do business. Each Acquired Subsidiary is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation or formation, with full corporate or other power and authority to own, operate and lease its properties and to carry on its respective Business as

currently conducted. Each Acquired Subsidiary is duly authorized to conduct business as a foreign corporation or other foreign entity and is in good standing under the Laws of each state or other jurisdiction in which the nature of property owned by it or the conduct of its Business requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect. The Sellers have delivered to Buyers complete copies of the Fundamental Documents in the possession of Sellers or the Acquired Subsidiaries as in effect on the date hereof. Section 4.1(a) of the Disclosure Schedule contains a list of any original Fundamental Documents not in the possession of the Sellers or the Acquired Subsidiaries.

          (b) Officers and Directors . Section 4.1(b) of the Disclosure Schedule contains a complete and accurate list of the officers and directors for each Acquired Subsidiary immediately prior to Closing.

          (c) Equity Interests of the Acquired Subsidiaries; Title to Securities; Etc .

          (i) Section 4.1(c)(i) of the Disclosure Schedule sets forth, as of the date hereof, (i) the equity capitalization and the authorized, issued, outstanding and treasury capital stock of the Acquired Subsidiaries, (ii) the names of the respective owners of such shares of capital stock that are being sold by the Sellers pursuant to this Agreement; and (ii) to the Sellers’ Knowledge, the names of the owners, other than the Sellers, of the capital stock of Overseas Technical Services Nigeria, Ltd. To the Sellers’ Knowledge, no Person other than those listed on Section 4.1(c)(i) of the Disclosure Schedule has made any claim within the three-year period prior to the date of this Agreement that it owns any shares of capital stock of Overseas Technical Services Nigeria, Ltd. The Shares are held of record and beneficially by the Sellers free and clear of any Encumbrances. All of the outstanding Shares have been duly authorized, validly issued and are fully paid and non-assessable. No Acquired Subsidiary has issued or owns any bearer shares or uncertificated shares of capital stock.

          (ii) Except as set forth in Section 4.1(c)(ii) of the Disclosure Schedule , none of the Acquired Subsidiaries have any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other Contracts or commitments that require any Acquired Subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock or other equity interests or equity securities convertible or exchangeable therefor, or any options, warrants, or rights to purchase, any of such capital stock or other equity interests. Except as set forth in Section 4.1(c)(ii) of the Disclosure Schedule , there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Acquired Subsidiary. There are no outstanding obligations of any Acquired Subsidiary to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests. There are no declared and unpaid dividends on any shares of capital stock of any Acquired Subsidiary. Section 4.1(c)(ii) of the Disclosure Schedule identifies any stockholders’ agreement or voting agreement relating to any class of capital stock or other equity interests of any Acquired Subsidiary or any entity in which any Acquired Subsidiary has any equity or debt interest, and Sellers have delivered true and complete copies of all such agreements to Buyers.

          (iii) Except as set forth in Section 4.1(c)(iii) of the Disclosure Schedule , no Acquired Subsidiary owns, or has any right to acquire, directly or indirectly, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. Except as set forth in Section 4.1(c)(iii) of the Disclosure Schedule , no Person has any interest or right to acquire an interest in any Acquired Subsidiary other than the Sellers. Except as set forth in Section 4.1(c)(iii) of the Disclosure Schedule , no Acquired Subsidiary is a participant in any joint venture, partnership or similar arrangement.

4.2 Accounting; Financial and Business Matters.

          (a) Financial Statements . Section 4.2(a) of the Disclosure Schedule attached hereto contains true, correct and complete copies of the following financial statements (the “ Financial Statements ”):

          (i) the audited combined balance sheet of the Acquired Subsidiaries and Baker OTS Inc., Overseas Technical Services (Middle East) and Venezuela DeMantenimiento o Operacioes VB O&M, C.A., which are not being acquired as Acquired Subsidiaries under this Agreement, as of December 31, 2008 and the related combined statements of income, shareholders deficit and cash flows of the Acquired Subsidiaries and Baker OTS Inc., Overseas Technical Services (Middle East) and Venezuela DeMantenimiento o Operacioes VB O&M, C.A. for the year then ended;

          (ii) the unaudited combined balance sheet of the Acquired Subsidiaries as of June 30, 2009 and the related combined statements of income for the 6 month period then ended (the “ Interim Financial Statement ”).

          The Financial Statements (x) present fairly in all material respects the financial position of the Acquired Subsidiaries as of the dates thereof and their results of operations for such periods, (y) have been prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby, except as may be indicated in the notes to the Financial Statements (except that the unaudited Financial Statements are not accompanied by notes or other textual disclosure required by GAAP and subject to, in the case of the Interim Financial Statement, normal year end adjustments, which shall not be material in amount), and (z) except as set forth on Section 4.2(a) of the Disclosure Schedule , are in accordance with the books and records of the Acquired Subsidiaries which have been regularly maintained by Sellers in a manner consistent with historical practice.

          (b) No Undisclosed Liabilities .

          (i) Except as reflected or expressly and adequately reserved against in the Financial Statements, no Acquired Subsidiary has any Liability and there is no basis for any present or future litigation, charge, complaint, claim or demand against any of them giving rise to any Liability, except (A) a Liability that has arisen after the date of the Interim Financial Statement in the Ordinary Course of Business (none of which relates to any breach of Contract, breach of warranty, tort, infringement or violation of Law, or arose out of any Legal Action), (B) Liabilities set forth in Section 4.2(b) of the Disclosure Schedule , or (C) any Liabilities arising in connection with this Agreement, the Ancillary Agreements, or the Contemplated Transactions.

          (ii) Off-Balance Sheet Liabilities . No Acquired Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among any Acquired Subsidiary or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate of any Acquired Subsidiaries or any of its Subsidiaries, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the United States Securities and Exchange Commission)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Subsidiary or any of its Subsidiaries in the Financial Statements.

          (c) Books and Record; Internal Controls . The books of account of each Acquired Subsidiary are complete and correct in all material respects. Each Acquired Subsidiary maintains books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions, Assets and liabilities and maintains a system of internal accounting controls that provides reasonable assurance that: (i) its transactions are executed in accordance with management’s authorization; (ii) its transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for its Assets; (iii) access to its Assets are permitted only in accordance with management’s authorization; (iv) the recorded values for the Assets of each Acquired Subsidiary are compared with existing Assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) no Acquired Subsidiary maintains off-the-books accounts or more than one set of books, records or accounts. Except as set forth on Section 4.2(c) of the Disclosure Schedule , the Acquired Subsidiaries have not received any written advice or notification from their independent certified public accountants that they have used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting their financial position in any respect in the Financial Statements or their books and records. Except as set forth on Section 4.2(c) of the Disclosure Schedule , the minute books and stock or equity records of each Acquired Subsidiary, all of which are in the possession of Sellers or the Acquired Subsidiaries have been made available to Buyers, and are complete and correct in all material respects. At the Closing, all such books and records will be in the possession of the Acquired Subsidiaries except, for the avoidance of doubt, those minute books and stock records set forth on Section 4.2(c) of the Disclosure Schedule .

          (d) Accounts Receivable . All Accounts Receivable and Unbilled Accounts Receivable shown on the Financial Statements or on the accounting records of the Acquired Subsidiaries represent, and the Accounts Receivable and Unbilled Accounts Receivable outstanding on the Closing Date will represent, valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business in bona fide transactions and, except for the Storm Cat Receivables and as set forth on Section 4.2(d) of the Disclosure Schedule , are not subject to any defenses, counterclaims, or rights of setoff, other than those arising in the Ordinary Course of Business and for which reasonably adequate reserves have been established, relating to the amount or validity of such Accounts Receivable and Unbilled Accounts Receivable. The reserves for uncollectible Accounts Receivable reflected on the Financial Statements were established, and the reserves for uncollectible Accounts Receivable reflected in the accounting records of the Acquired Subsidiaries on the Closing Date will be established, in accordance with GAAP, are consistent with the Acquired Subsidiaries’ historical

methods and practices in establishing such reserves and are adequate. Subject to such reserves, each of such Accounts Receivable and Unbilled Accounts Receivable either has been or will be collected in full, without any setoff, within twenty-two (22) months after the day on which it first becomes due and payable.

          (e) Absence of Changes . Except as set forth on Section 4.2(e) of the Disclosure Schedule , since December 31, 2008 none of the Acquired Subsidiaries has experienced any change (including, without limitation, any change in the relationship between any Acquired Subsidiary and any significant customer, supplier or other business relationship) in the Business, financial position, or results of operations that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since December 31, 2008, the Business of the Acquired Subsidiaries has been operated in the Ordinary Course of Business consistent with past practice and, except as set forth on Section 4.2(e) of the Disclosure Schedule :

          (i) there has been no material damage, destruction or loss (whether or not covered by insurance) to the Assets of the Acquired Subsidiaries;

          (ii) except in the Ordinary Course of Business, there has been no increase in compensation payable or to become payable by the Acquired Subsidiaries to, or any other material change in employment terms of, any of their respective directors, officers or employees or the making of any bonus payment, loan or similar arrangement to or with any of them;

          (iii) no Acquired Subsidiary has made any material change in any Tax or financial accounting methods, principles, practices, periods or elections from those utilized in the preparation of the most recently filed Tax Returns or the Financial Statements;

          (iv) there has been no incurrence of, or increase in, Liabilities of any nature in excess of $250,000 other than items incurred in the Ordinary Course of Business (or experience of any change in the assumptions underlying or the methods of calculating) of any bad debt, contingency, or other reserve;

          (v) no Encumbrance has been imposed on any of the Assets, other than Permitted Encumbrances;

          (vi) no Acquired Subsidiary has declared, set aside or paid any dividend on or made any other distribution in respect of any of its equity securities, or directly or indirectly redeemed, purchased or otherwise acquired any of its equity securities, and there has been no stock split, combination, reclassification or other similar change in the outstanding capital or other equity securities of any Acquired Subsidiary;

          (vii) no Acquired Subsidiary, other than in the Ordinary Course of Business, has made any payment or transfer of consideration of any kind to any of its Affiliates, other than payments which have not exceeded $50,000 individually to each such Affiliate and $250,000 in the aggregate for all such payments;

          (viii) no Acquired Subsidiary has acquired by merging or consolidating with, or by purchasing any material portion of the equity securities or assets of, or by any other manner,

any Person, any business or any corporation, partnership, association or other business organization or division thereof;

          (ix) there has been no material change, termination, amendment, modification or renewal to or of any Material Contract and, to the Sellers’ Knowledge, no other party to a Material Contract intends to take any such action;

          (x) there has not been any material change in (i) the credit or payment policies of each Acquired Subsidiary or (ii) the time or manner in which each Acquired Subsidiary extends discounts or credit to customers;

          (xi) each Acquired Subsidiary has continued to invest in capital expenditures, sales and marketing in accordance with their respective annual budgets and past practices;

          (xii) no Acquired Subsidiary has incurred or committed to incur any capital expenditure (or series of related capital expenditures) involving more than $100,000 individually, or $250,000 in the aggregate;

          (xiii) no Acquired Subsidiary has sold, leased, licensed, pledged, transferred, assigned or otherwise disposed of any of its Assets, tangible or intangible, for a purchase price in excess of $250,000 in the aggregate, other than in the Ordinary Course of Business;

          (xiv) no Acquired Subsidiary has entered into any Contract (or series of related Contracts with any single customer) involving more than $1,000,000;

          (xv) no Acquired Subsidiary has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness (including advances on existing credit facilities) or capital lease either involving more than $50,000 individually or $250,000 in the aggregate, or made any loan or advance to the Sellers or any other Person;

          (xvi) no Acquired Subsidiary has canceled, compromised, waived or released any right or claim (or series of related rights or claims) involving more than $100,000, or otherwise settled any pending or threatened Legal Action against it that would reasonably be expected to involve in excess of $250,000 in aggregate payments, and there has been no Order issued against any Acquired Subsidiary requiring any Acquired Subsidiary to take any action (or refrain from taking any actions) other than the payment of money in an amount less than $100,000;

          (xvii) no Acquired Subsidiary has sold, assigned, transferred or granted any license or sublicense of any rights under or with respect to any of its Intellectual Property Rights;

          (xviii) there has been no change made to or authorized in the Fundamental Documents of any Acquired Subsidiary;

          (xix) no Acquired Subsidiary has entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement;

          (xx) no Acquired Subsidiary has adopted, amended, modified or terminated any Plan (or taken any such action with respect to any Plan);

          (xxi) no Acquired Subsidiary has discharged or satisfied any Encumbrance or paid any Liability, in each case with a value in excess of $50,000 individually or $250,000 in the aggregate, other than current Liabilities paid in the Ordinary Course of Business;

          (xxii) no Acquired Subsidiary has disclosed to any Person other than Buyers and authorized representatives of Buyers any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is listed on Section 4.2(e) of the Disclosure Schedule and is in full force and effect;

          (xxiii) no Acquired Subsidiary has settled any Tax claim or assessment relating to the Business, or entered into any closing agreement, or surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Business;

          (xxiv) there has been no change in any current cash management or working capital practices with respect to the Business, write down of the value of any Assets in excess of $50,000 individually or $250,000 in the aggregate, acceleration or write off any Accounts Receivable in excess of $50,000 individually or $250,000 in the aggregate or delay or postponement in any material respect of the payment of accounts payable or other Liabilities in excess of $50,000 individually or $250,000 in the aggregate;

          (xxv) there has been no strike, work stoppage or slowdown involving any Acquired Subsidiary or its employees;

          (xxvi) no Acquired Subsidiary has adopted any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

          (xxvii) no Acquired Subsidiary or Seller has failed to keep in full force and effect any Current Policies, or reduced the amount of any insurance coverage provided by the Current Policies; and

          (xxviii) other than this Agreement and the Ancillary Agreements, there has been no Contract, understanding, agreement, commitment or authorization for any Acquired Subsidiary to take any of the actions specified in subparagraphs (i) through (xxvii) of this Section 4.2(e) .

4.3 Material Contracts.

          (a) Material Contracts . Section 4.3(a) of the Disclosure Schedule identifies all of the following Contracts to which one or more of the Acquired Subsidiaries is a party or by which any of them or any of their Assets are bound as of the date hereof (collectively the “ Material Contracts ”):

          (i) any written Contract with any present or former employee or consultant or for the employment of any person, including any consultant, other than those written Contracts containing the Acquired Subsidiary’s standard terms and conditions of employment (which have been provided to Buyers), and any Contract pursuant to which any of the Acquired Subsidiaries is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary, reimbursement of expenses, director and manager fees and expenses and the Plans, in each case, in the Ordinary Course of Business) to any current or former officer, director, manager, employee, agent, representative or consultant;

          (ii) any Contract for the purchase of, or payment for, supplies or products, or for the performance of services by a third party involving in any one case $500,000 or more;

          (iii) any Contract to sell or supply products or to perform maintenance, services or similar duties involving in any one case $1,000,000 or more;

          (iv) any distribution, marketing, dealer, representative, or sales agency Contract;

          (v) any note, debenture, bond, letter of credit agreement, loan agreement, or other Contract for the borrowing or lending of money or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person in excess of $500,000;

          (vi) any Contract for any charitable or political contribution;

          (vii) each Contract containing covenants that in any way purport to restrict the Business activity of the Acquired Subsidiaries or limit the freedom of the Acquired Subsidiaries to engage in any line of business or to compete with any third party or engage in business with any third party;

          (viii) any Contract or transaction with a Related Party;

          (ix) each licensing agreement or other Contract with respect to any Owned Intellectual Property Rights, including agreements with current or former employees, consultants, or independent contractors regarding the appropriation or the non-disclosure of any of the Owned Intellectual Property Rights;

          (x) any material license to use any Third Party Intellectual Property Rights used in the Business (other than Off-the-Shelf Software);

          (xi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or Liabilities by any Acquired Subsidiary with any other third party;

          (xii) the Real Property Leases and each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership

of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property involving payment of more than $50,000 per year;

          (xiii) each Contract that was not entered into in the Ordinary Course of Business that involves expenditures or receipts in excess of $50,000;

          (xiv) each Contract with an annual value of $250,000 or more providing for payments to or by any third party based on sales, purchases, or profits, other than direct payments for goods;

          (xv) each power of attorney or agency agreement that is currently effective and outstanding;

          (xvi) each Contract for capital expenditures with a value of $100,000 or more;

          (xvii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Subsidiary other than in the Ordinary Course of Business; and

          (xviii) any Contract under which any Acquired Subsidiary may be liable for consequential damages, punitive damages, indirect losses, loss of profits or revenues, or damages to wells or reservoirs or any similar damages.

          (b) Validity of Material Contracts. The Sellers have made available to the Buyers a correct and complete copy of each Material Contract (or a description if unwritten), as amended to date. Each Material Contract is legally binding, in full force and effect, and enforceable by the Acquired Subsidiaries in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors rights generally and to general principles of equity. Except as set forth on Section 4.3(b) of the Disclosure Schedule , the applicable Acquired Subsidiary and, to the Knowledge of the Sellers, each other party thereto, is not in material breach or default under, or repudiated any provision of, any Material Contract, and to the Knowledge of the Sellers, no event has occurred or condition or set of circumstances exists which, with or without notice or lapse of time or both, would constitute a material breach or default under any Material Contract by any party thereto. Except as set forth on Section 4.3(b) of the Disclosure Schedule , no Acquired Subsidiary has given nor has any Acquired Subsidiary received from any other Person, any notice or other communication regarding the existence of any breach of, or default under, any Material Contract.

4.4 Litigation.

          (a) Section 4.4(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Legal Actions pending which have been filed and served on any Acquired Subsidiary or as to which any Acquired Subsidiary has been given written notice or, to the Knowledge of the Sellers, all Legal Actions threatened against (i) any Acquired Subsidiary, or (ii) any director, officer, manager or employee of the Acquired Subsidiaries or other Person for whom the Acquired Subsidiaries may be liable. No Acquired Subsidiary is subject to, or bound by, any outstanding Order that has not been satisfied in full or otherwise discharged or has

received notice of any Legal Action against the Assets of any Acquired Subsidiary. Schedule 4.4(a) sets forth all Orders to which any Acquired Subsidiary has been subject in the past three (3) years.

          (b) Section 4.4(b) of the Disclosure Schedule sets forth a true, correct and complete list of each Legal Action that, within the last three (3) years, resulted in payments in excess of $100,000 individually by any Acquired Subsidiary, or any of their respective officers or members of the board of directors in their capacity as such (whether as a result of an Order, civil fine, settlement or otherwise).

4.5 Real Property.

          (a) The Acquired Subsidiaries do not own any real property.

          (b) Section 4.5(b) of the Disclosure Schedule contains a list of all of the real property in which any Acquired Subsidiary currently has a leasehold interest (each a “ Leased Real Property ” and collectively the “ Leased Real Properties ”). Section 4.5(b) of the Disclosure Schedule also lists each Contract, agreement or instrument pursuant to which any applicable Acquired Subsidiary leases any Leased Real Property (each, a “ Real Property Lease ”). The Acquired Subsidiaries have delivered or made available to Buyers complete and accurate copies of each Real Property Lease. The Leased Real Properties constitute all of the real property leased (whether or not occupied and including any leases assigned or leased premises sublet for which any Acquired Subsidiary remains liable), used or occupied by any Acquired Subsidiary.

          (c) The Real Property Leases are in full force and effect, and the Acquired Subsidiaries hold a valid and existing leasehold interest under each of the Real Property Leases. To the Sellers’ Knowledge, the Leased Real Property is subject to no ground lease, master lease, mortgage, deed of trust or other Encumbrance, other than Permitted Encumbrances, or interest that would entitle the holder thereof to interfere with or disturb use or enjoyment of the Leased Real Property or the exercise by the lessee of its rights under such lease so long as the lessee is not in default under such Real Property Lease.

4.6 Title and Condition and Sufficiency of Assets.

          (a) Each Acquired Subsidiary has good and marketable title to, or a valid leasehold interest in, the buildings, equipment, and other tangible assets and properties used by it, located on its premises or reflected as being owned by it on the Financial Statements as of December 31, 2008 (except for those sold or otherwise disposed of in the Ordinary Course of Business since December 31, 2008) and to those acquired by the Acquired Subsidiaries after December 31, 2008 and not sold or otherwise disposed of since their acquisition, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on Section 4.6(a) of the Disclosure Schedule .

          (b) The buildings, improvements, building systems, machinery, equipment and other tangible assets and properties used in the conduct of the Acquired Subsidiaries’ Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. Each such asset is suitable for the purposes for which it is used

and is proposed to be used, is free from known material defects, and has been maintained in accordance with normal industry practices.

          (c) The Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. Except as set forth on Section 4.6(c) of the Disclosure Schedule , no Related Party has any interest in any Asset of any Acquired Subsidiary or provides any services to any Acquired Subsidiary.

4.7 Intellectual Property.

          (a)  Section 4.7(a)(i) of the Disclosure Schedule lists and provides a summary description of all Owned Intellectual Property Rights that are Registered Intellectual Property Rights and all other material Owned Intellectual Property Rights. Section 4.7(a)(ii) of the Disclosure Schedule lists all Contracts relating to Licensed-In Intellectual Property Rights other than Software and provides a summary description of the Intellectual Property Rights covered by such Contracts; to the extent there is no written Contract covering a Licensed-In Intellectual Property Right, Section 4.7(a)(ii) of the Disclosure Schedule lists the licensor and provides a summary description of the Intellectual Property Rights so licensed. Section 4.7(a)(iii) of the Disclosure Schedule lists all Contracts relating to Licensed-In Intellectual Property Rights that are Software other than Off-the-Shelf Software and provides a summary description of the Intellectual Property Rights covered thereby; to the extent there is no written Contract covering any Software, Section 4.7(a)(iii) of the Disclosure Schedule lists the licensor and provides a summary description of the Software so licensed. The Owned Intellectual Property Rights and the Licensed-In Intellectual Property Rights constitute all Intellectual Property Rights used in the Business or that is in Sellers’ reasonable business judgment necessary for the Business as conducted immediately prior to the Closing.

          (b) The Acquired Subsidiaries own all right, title and interest in the Owned Intellectual Property Rights free and clear of all Encumbrances, except for Permitted Encumbrances and except as listed on Section 4.7(b) of the Disclosure Schedule . The Acquired Subsidiaries are the official and sole owner of record of all Registered Intellectual Property Rights. To Sellers’ Knowledge, no Owned Intellectual Property Right has been infringed by any Person.

          (c) Sellers and the Acquired Subsidiaries have taken reasonable precautions to protect the secrecy, confidentiality and value of the trade secrets and all other proprietary information used by the Acquired Subsidiaries. Each Acquired Subsidiary has an unqualified right to use all trade secrets and other proprietary information currently used in its Business, subject to any Contract relating to Licensed-In Intellectual Property Rights.

          (d) Except as set forth on Section 4.7(d) of the Disclosure Schedule , all material Licensed-In Intellectual Property will be fully available to one or more of the Acquired Subsidiaries after the Closing, and to Sellers’ Knowledge no Acquired Subsidiary has any present expectation that any material Licensed Intellectual Property will not be renewed.

          (e) No Acquired Subsidiary has infringed, misappropriated or otherwise violated any Third-Party Intellectual Property Right, and no Acquired Subsidiary has received

any notice of any infringement, misappropriation or violation by any Acquired Subsidiary of any Third-Party Intellectual Property Right. No infringement, misappropriation or violation of any Third-Party Intellectual Property Right has occurred with respect to products or services sold by the Acquired Subsidiaries..

          (f) Each Acquired Subsidiary has the right to use the Software used in its Business as it is being used, without any conflict with the rights of others. No Acquired Subsidiary is in material breach of any license to, or license of, any Software. Except as set forth in Section 4.7(f) of the Disclosure Schedule , each Acquired Subsidiary following the Closing will have sufficient rights to all necessary Software to operate its Business as conducted immediately prior to the Closing.

4.8 Benefit Plans.

          (a)  Section 4.8(a) of the Disclosure Schedule lists each Plan adopted, maintained, or contributed to by any Acquired Subsidiary or under which any Acquired Subsidiary has any liability or is required to contribute. Section 4.8(a) of the Disclosure Schedule also lists each bonus, incentive, sales commission or other variable compensation arrangement covering employees of any Acquired Subsidiary, and identifies the employees eligible thereunder.

          (b)  Section 4.8(b) of the Disclosure Schedule lists each corporation, trade or business (separately for each category below that applies): (i) that is (or was during the preceding five years) under common control with any Acquired Subsidiary within the meaning of Section 414(b) or (c) of the Code, (ii) that is (or was during the preceding five years) in an affiliated service group with any Acquired Subsidiary within the meaning of Section 414(m) of the Code, (iii) that is (or was during the preceding five years) the legal employer of Persons providing services to any Acquired Subsidiary as leased employees within the meaning of Section 414(n) of the Code and (iv) with respect to which any Acquired Subsidiary is a successor employer for purposes of group health or other welfare plan continuation rights (including Section 601 et seq. of ERISA) or the Family and Medical Leave Act.

          (c) Sellers have provided or made available to Buyers current, accurate and complete copies of (i) the most recent determination letter received by any Acquired Subsidiary from the IRS regarding each Plan, (ii) the most recent determination or opinion letter ruling from the IRS that each trust established in connection with Plans that are intended to be tax exempt under Section 501(a) or (c) of the Code are so tax exempt, (iii) all pending applications for rulings, determinations, opinions, no action letters and the like filed with any governmental agency (including the Department of Labor, IRS, Pension Benefit Guaranty Corporation and the SEC), (iv) the financial statements for each Plan for the three most recent fiscal or plan years (in audited form if required by ERISA) and, where applicable, Annual Report/Return (Form 5500) with disclosure schedules, if any, and attachments for each Plan, (v) plan documents, trust agreements, insurance contracts, service agreements and all related contracts and documents (including any employee summaries and material employee communications) with respect to each Plan, (vi) collective bargaining agreements (including side agreements and letter agreements) relating to the establishment, maintenance, funding and operation of any Plan, and (vii) attorney’s response to auditors’ requests for information.

          (d) (i) All Plans intended to be federal income Tax qualified under Section 401(a) or Section 403(a) of the Code are so qualified, (ii) all trusts established in connection with Plans intended to be federal income Tax exempt under Section 501(a) or (c) of the Code are so exempt, (iii) to the extent required either as a matter of Law or to obtain the intended federal income Tax treatment and federal income Tax benefits, all Plans comply, in all material respects, with the requirements of ERISA and the Code and other applicable Laws, (iv) all Plans have been administered in compliance, in all material respects, with the documents and instruments governing the Plans and other applicable Laws, (v) all reports and filings with Governmental Authorities (including the Department of Labor, the IRS, Pension Benefit Guaranty Corporation and the SEC) required in connection with each Plan have been timely made, (vi) all disclosures and notices required by Law or Plan provisions to be given to participants and beneficiaries in connection with each Plan have been properly and timely made, and (vii) each Acquired Subsidiary has complied, in all material respects, with the reporting and taxation requirements for FICA taxes with respect to any deferred compensation arrangements under Section 3121(v) of the Code.

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